Dawn's Fine
by Abra d'Inverno
Summary: Dawn Summers goes to college in Metropolis. When she notices that her History professor, Milton Fine, looks just like Spike, she can't stay away. Prof. Fine has his own agenda to go along with her crush.BtVS x Smallville crossover. Please review.
1. Chapter 1

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Extra-disclaimer**: Accuracy-wise, I only saw the first 2 seasons of Smallville and the episodes of season 5 in which has guest starred James Marsters (except Hypnotic so far). Maybe later on in the show we find out what's the deal with Prof. Fine's past. Either there really existed a 'real' person or the entire past (the file Fine gives to Lex + the article about him on Chloe's computer) was a creation of the AI. I went for the second option.

**Timeline** – Between "Arrival" and "Splinter" (Smallville), post "Chosen" (BtVS), post NFA (Angel)

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**Dawn's Fine**

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Chapter 1

Professor Milton Fine entered the circular auditorium only a minute before the beginning of his first lecture on "The Study of Ancient History". He had scanned the list of his students and their pictures, and a cursory glance over them told him they were all present. He accessed the statistical probability of having 100 attendance later on during the semester. The operation was interrupted when his routine monitoring systems alerted him that one of his students' heartbeat rate was dangerously over the health limit.

He was used to the effect his appearance as a teacher had over a class. He was used to the effect that his chosen human form had over most females, and about one out of eight males. He could sense both these effects on his students, well within the normal parameters. All, except one. He focused on the anomaly without letting show he was observing her. Dawn Summers. He went through her file in a fraction of a second.

"Good morning, everyone. I am Professor Milton Fine, and this is 'Comparative Ancient History'."

He continued his well honed presentation, eliciting all the appropriate reactions from his class without for a moment losing track of the girl. She was constantly on the verge of a panic attack.

The complexity of the Kryptonian AI was titillated by this strange new development. He was already operating well under his full capacity. He did not want to use the human term, but he was beginning to feel something resembling boredom. So maybe this spike in the predictably graphic could prove something of a challenge. He was almost infected by humanity. First he was aware of boredom, now he was 'hoping' to encounter a challenge. He told himself that Kal-El's unexpectedly strong attachment to this backward race was a good reason for him to try to learn even more about them, as distasteful as this was to him. He already knew all that could be known about their history, economy, and even their constantly changing theories on human psychology. Maybe it was time for him to learn more about individual psychology. The source of this statistical aberration was about the same age of Kal-El. It wasn't like he had anything better to do.

While he was considering his course of action, he went on with his lecture, in his usual style. He asked mildly surprising questions of several students, trying to get them interested in the subject. When he addressed Ms. Summers, her pulse sped up so much that he expected her to collapse. She did not, and by the end of the lesson her heartbeat seemed to have steadied, although it had remained constant far above the average.

Thirty seconds before the end of the lecture he made his announcement.

"I'm looking for a research assistant for my next book. Anyone who is interested, leave your application all this week during office hours."

Just as he had expected, Dawn Summers stayed behind. He busied himself with his papers and slides, giving her time to gather her courage to approach him. He looked up from his laptop when he heard her approach his desk.

"What can I do for you, Ms. Summers?" he asked.

"Umm… I wanted to apply for the research position. I was wondering if you were looking for anything in particular. Like experience or good typing skills or something."

A perfectly predictable question. Applying for the position warranted a certain level of anxiety, but the girl's pulse was racing again. He could monitor a human body in such close proximity with more accuracy than the most advanced CAT scan. Her vitals were erratic at best. The most frequent explanation for her symptoms was a strong physical attraction, but he could not sense any additional amount of pheromones that her body would release if this were the case. Puzzling.

"I expect my research assistants to be smart, thorough and show up to each and every class. As for experience, that's why you came to college."

"I'll leave you a resume tomorrow. I don't have one on me now."

"You do that, Ms. Summers," he said and lowered his eyes back to his laptop, dismissing her. It was a gamble. Would she leave or somehow approach a subject that could explain the root of her distress.

"I know this is going to sound strange, but do you have relatives in England?"

He suppressed a smile, and merely looked back up at her. The question was not at all within parameters. If he had to use a colloquial American phrase, he'd say that her question wasn't even in the ballpark.

"Yes, I probably do. My family had come from England at the turn of the century. Last century," he specified. "Why do you ask?"

"You… you… look…" she stuttered, than got a hold of herself and added more coherently, though still in a shaky voice, "You look like someone I knew and…" she swallowed the rest of the phrase.

He matched the intonation of her words and completed the phrase inwardly "and loved".

She was studying his features intently, almost hungrily. Her heartbeat had shot up again. He analyzed the smell again, but there was no sudden burst of pheromones. She was emitting the amount average for a fertile female of her age and stature. The situation was definitely worth investigating. He was almost excited about the onset of this mystery. He had to restrain the impulse to tell her she had the job.

"You look very pale. Are you all right, Ms. Summers?" he asked instead.

"Yes, I'm fine. It's just you look so much like him from up close. Except the accent." Her voice strangled at saying this, but then she added with a smile. "And the hair."

He saw amusement and tears in her eyes. He stood up.

"Have a seat. You seem shaken."

She dropped on the chair he had just vacated, her eyes never leaving his face for a second. He noticed her fingers convulsively tightening on her clipboard. He used his X-ray vision to see what it contained. Apart from her notes, he saw the picture hidden inside the plastic cover. He filtered everything except the image, and he felt his jaw fall slightly in shock. He overrode the too-faithful software that ensured he was mimicking human behavior.

The strangeness of the situation was reaching a level of absurdity. He had been no way near the ballpark. There was no park, and the team had relocated. The girl had a picture of him. A picture he had not manufactured himself along with the rest of his fake human life.

The picture was an impossibility. It was a picture of a younger, bleach-blonde haired him. One he had not created, and therefore one that could not possibly exist. He had fabricated his human past perfectly. He had been so confident in his work that he had handed to Lex Luthor a complete file of his past.

He had based his physical appearance on a daguerreotype of a 19th century failed English poet, William Pratt, who had died in his mid-twenties, without leaving any children. The decision to replicate the image of an existing human being was just another extra measure of making sure he would blend flawlessly in human society.

The probability that a relative of William Pratt would duplicate his appearance so accurately was astronomical.

He listened to the girl's sketchy mention of her friend, and coaxed her into telling him as much as possible about him. She was on the brink of tears at the mere memory of another human. Even if it weren't for the staggering coincidence, this relationship was worth investigating. She had referred to her friend as a protective big brother. Maybe if he could understand why the girl had bonded so profoundly to someone who was not linked to her by blood – genetics and chemistry, the AI could understand quite well –, maybe he could have better leverage when time came to confront Kal-El, who had been raised by those humans.

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_To be continued…_


	2. Chapter 2

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Rating**: PG13

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**Dawn's Fine**

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Chapter 2

Dear Diary,

I'm still shaking. It's been eight months since Spike died for the last time, in LA. Since his Sunnydale death, I've been tittering on the brink of denial. I tried so hard to NOT think about him. My teenage crush on him had turned to ashes long before he and Buffy ended their secret affair so messily and so publicly. I tried to keep hating him for hurting Buffy, but I always knew he never could have really hurt her. She'd beat the crap out of him even in her off days. I guess I hated him because he had tried to hurt her. I stopped hating him when he came back. My hero. My dark, shadowy hero.

My last thought at the sight of Sunnydale caving in was about Mom. The thought before that, was Spike. Never got to tell him any of this. That I still cared about him. That I was glad he was back. That I was proud that he got his soul back.

When he died again with Angel and the others, I simply refused the pain. For eight months, I ran away from it. And today, in the middle of frigging Kansas, in what should've been my very boring lecture on Ancient History, there he was. SPIKE. Not blonde. Without an English accent. Without the blood habit (presumably). My professor is the living image of the man Spike never had the chance to grow into.

I'm surprised that my heart didn't explode. I tried to focus on the differences so I wouldn't run out of the classroom screaming in pain.

I never realized how much I missed him, until professor Fine walked into that classroom.

He's looking for a research assistant. Couldn't help myself. I applied for the job then and there. I want it so bad. And not just because I'd get to spend more time with him. It's a great opportunity to work for……….. I'm lying. Just to be with him. Hell, even if I don't get it, the minutes I got to spend so close to him will always be precious. It was like having Spike back for a while. Like having Spike truly alive.

My hands are shaking so bad, and I'm sniffling something awful. I managed to write this after a bawling session that rocked the dorm. And it looks like it's time for another one.

It hurts so damn much.

Spike…..

I miss you.

My friend.

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Dear Diary,

"Ancient History" rocks!

Caveat – if I don't look at Prof. Fine, and just concentrate on his voice, on his Californian accent (it's weird that as a Californian myself, I find his accent strange, instead of familiar. It almost grates because it's not English). Okaaay, so if I do that, I LOVE his class.

Prof. Fine is just about awesome. He has a way of talking about history that it seems more fascinating than an action-adventure movie.

He said today that by the end of the week he's going to make his decision who's going to be his research assistant. I thought he looked at me when he said that, but there's no way I can be sure of that since I nearly passed out when we I made the mistake to look at his face.

I hope there's a special kind of heaven for you, Spike.

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Dear Diary,

I got the job! I GOT THE JOB!

Prof. Fine told me today that he picked me as one of his research assistants. I'm going to meet him later to get my first assignment. I'm so psyched! It's a cool job and he's such a cool teacher. This whole college thing may turn out to be even better that I expected.

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Dear Diary,

Do you remember my bold statement that my crush on Spike was long over? Well, you can slap a "stupid bint" sticker on my forehead because it's back with a vengeance.

I had a meeting with Prof. Fine and his other assistant. I was listening to Clark's account of what he had dug up on LuthorCorp, and I was looking at him thinking that the boy is damn near perfect. Didn't want to stare, so I let my eyes wander around the room, and guess what? I did the one thing I had made great efforts to avoid. I looked directly at Prof. Fine. He was looking at me.

He wasn't ogling me, or checking me out, or undressing me with his eyes. He was studying me. The way I usually have to force myself NOT to look at him. Like he's the most amazing thing in the whole wide world.

It took a split second to fall tumbling back in love. Still, I wonder if it's a rehash of my crush on Spike, or I would've fallen for this man even if I had never met Spike.

All in all, I managed to complicate my life all over again.

Cause it wasn't difficult enough to hold back the tears when the pain of losing Spike kit me. It wasn't difficult enough that I sometimes have to bite my tongue so that I don't reply to my professor as if he were a 150yo vampire who had sex with my sister and saved my life more than once. Nope. Not difficult enough. Now I have to soak my panties every time I look at my professor or when I hear his voice. Damn!

When he handed me a book earlier today – after the critical moment – his fingers brushed on my skin and my knees nearly buckled. This is just unfair!

On top of everything else, even if by some miracle the guy is attracted to me, we wouldn't be allowed to do anything about it because of the whole student/teacher thing. He could lose his job, I'd be expelled. So, on top of all his qualities (and it's a looong list of them), he's also taboo. In true Summers' fashion, this makes me want him even more.

Dear God, I'm getting wet just thinking about him! I'm going to have to end this "chapter" in order of take care of business with my own hand.

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_To be continued…_


	3. Chapter 3

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Explanation:** This is not Dawn's first time, but she has a lot of emotional baggage to contend with, so she's still a bit shy and awkward. Technically, this is going to be Fine's first time, but he is a superior Artificial Intelligence, so he's very well informed and well build. Also, he has the advantage of being able to read Dawn's biological reactions, so he doesn't have the problem of getting the wrong signals or hesitating.

Another thing, in the show, the AI proved perfectly capable of mimicking human emotions perfectly. He was able to fool Clark, Lex, and presumably his students and his faculty colleagues. He's going to be reacting quite naturally, outwardly.

I confess, this is a rationalization for me to be able to write Dawn/(wish it were Spike)Fine action.

Sadly, this explanation is more appropriate for the next chapter. I swear this story started in my head with Dawn moaning and writhing under Spike 2.0

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Rating**: PG13 - R

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**Dawn's Fine**

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**Chapter 3**

He noted that it had taken the girl twelve days to change the way she reacted around him. For nearly two weeks she had exhibited the same extraordinary reactions to his presence; fast heartbeat, eyes brimming with tears, nostalgic smiles, and a constant avoidance of any eye contact with him.

He decided that she had probably worked her way through the memories of a man who had obviously played an important role in her life. He used the time to brush up on teenage psychology, and soon came to the conclusion that her feelings for him were about to change drastically. She had grown up with an absentee father, then she had met a young man who turned out to be her champion, and whose face he was apparently wearing. She was programmed by her past to transfer a whole lot of intimate feelings on him.

That part of the mystery was as good as solved, but the absolutely disturbing thing was the complete lack of information about the young man in the picture. He had access to any piece of information on the planet; "classified" did not mean a thing for the Kryptonian AI. He had tried to get Dawn to talk more about the mystery man, but all he got was that his name was Spike, and he had died to save her and her sister's lives. While she was talking, he had monitored her closely, and it was only a mere suggestion of untruthfulness. He went as far as to go into her dorm room and read her diary. There were some mentions of his resemblance to Spike, but what he found interesting was the reference about her home town caving in. It took a persistent search through the deepest and darkest secrets of the American government's shadiest organizations to find the whole story. And it was quite a shock. It turned out to be just another proof that the cynical and atheist mainstream conceptions and philosophies refused to take into account unexplained phenomena. They had tried to stay clear of the term "occult" but he could read mystic fear through the lines.

The mystery presented by the Dawn Summers and her past became so engrossing that he didn't even mind that Kal-El was taking longer than expected to trust him.

Earlier that day, he was in his office with his two research assistants, and, had he been an AI from a 20th century sci-fi movie, he would've hummed delighted processing the influx of data he was gathering from his subjects.

Kal-El was talking about his findings on LuthorCorp, and the AI couldn't help smirking of how difficult it was for the son of Jor-El to acquire information and make connection between them. Life on Earth had greatly shunted the young Kryptonian's innate abilities. Maybe the Earth's yellow sun had increased his physical abilities, and reduced his intelligence. He was, however, listening dutifully and analyzing his responses. His growing mistrust and hostility toward Lex Luthor was coming out in every inflexion of his otherwise fairly expressionless voice.

The moment of the silver-kryptonite test was approaching, but for the time being, the girl was proving to be a much more entertaining subject. She was definitely attracted to 'Clark Kent', just as he was well aware of her. Still, neither of them was going to act on this. He had seen this chemical reaction between males and females on Earth often enough to know precisely when they would and when they wouldn't act on it.

He still another few days before sending the meteor rock to Lana Lang, and in the meantime he could very well keep himself occupied with the girl. After he revealed his "true identity" to Kal-El he might be forced to abandon her in order to concentrate on monitoring and guiding the boy's reactions.

Therefore, he considered it a good time to ignite Dawn's suppressed feelings. He looked at her, just the way she was looking at him when she thought she was unobserved. Her eyes were drawn to him as if she could feel him watching her. When their gazes locked he could almost see the change. It felt like a small nuclear reaction. Her pheromone levels shot up so high, it almost knocked out his systems, which were calibrated for the ordinary, infinitesimal variations.

Even Kal-El, who was not paying attention to Dawn, stopped talking and looked at her, probably aware of her increased heart rate. Before the boy could say anything, he dismissed them both, pretending he had a faculty meeting.

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He caught up with Dawn a few hours later, as she was leaving one of her classes. 

"Hi. I know it's on short notice, but are you free tonight by any chance? Something's come up and I need some help.

She hesitated.

"Clark's nowhere to be found," he added, just to make her feel needed.

"Sure," she said.

"All right then. My car's over there," he told her and walked away.

She was following him in silence, but he could hear the small sigh of surrender. Temperature, hormones, heart rate – they were all going up. He was beginning to wonder how did humans manage to get through their teenage years. Living on campus, he had witnessed the excesses they would put their bodies through as they were maturing. It was quite extraordinary that they did not come apart.

She did not comment when he informed her that they were going to work at his apartment. He could already smell her yet faint arousal. He gripped the steering wheel tighter when his eyes swept over her knees, but other than that he made sure not to exhibit too much anticipation. She wanted him, but there was still a chance he could scare her away.

He unlocked the door, took off his jacket and walked through his living room toward the kitchen.

"You can leave your things over there," he said, pointing at a coffee table cluttered with books in the living room. "Do you want a root beer or something?" he asked as he opened the fridge.

He barely heard her follow him into the kitchen. She was moving so silently that he had an easier time following the loud thumping of her heart. This was going to be very easy. She was presenting all the biological signs that she wanted to have sex with him. Even bereft of all other senses, he could tell this just by looking at the girl. Her body language was obvious, and in his supreme self confidence, the AI wasn't thinking any less of her because she wasn't able to tell that he was not human. He was a perfect construct, for all intended purposes, he was a man. He decided to employ maximum accuracy setting of the software emulating human behavior. This would decrease his ability to analyze data, but he could always rehash the experience and study it later. Besides, even so, he would still be at least five times more adept at observing than a regular human.

He watched her enter the kitchen, apparently the picture of shyness and academic curiosity, but the pheromone level she had already reached would've clouded the mind of any man. He made sure he matched her eagerness, both hormonally and in body language. She was reacting to everything with beautiful precision. A thermal scan showed that several areas of her body were burning.

He remembered a pointless comedy he had seen during his 'human education': "The Mating Habits of the Earthbound Humans", and concluded that it was yet another example of the human's deluded superiority complex. When it came to mating, they were just as predictable as any other species.

"Soda?" he offered, making sure he kept eye contact with her.

"Um-hum," she acquiesced, unable to tear her gaze away from him.

He broke the link when he turned to get the bottle out of the fridge, allowing her to regroup. He was certain she would be unable to defy her biological imperatives. He went to pour her drink in a glass knowing she was watching him, still under the misguided impression that she could walk away from the unavoidable path in front of her. She was so tense, it was downright amusing. There was still something in her psyche telling her not to give in to temptation. His awareness of her hesitation did not in any way alter his determination to go through with the experiment.

When he offered her the glass, he made sure his fingers touched hers. She startled and let it fall to the floor. The glass smashed loudly on the tiles, causing her to jump back in shock. She stooped instantly to pick up the shards. He knelt down in front of her, and grabbed her wrists, stopping her. He brought her hands to his mouth and began kissing her fingers gently. She gasped, but did not pull away. He then turned her hands over and placed soft kisses alternatively on both her palms, all the while gazing into her eyes. Her pupils were beginning to dilate, and her eyelids were slowly dropping as if to cover a too obvious show of desire. Her breath was catching in her throat, her heart was hammering against her ribs, and he could guess that her head was spinning.

He traced the length of her index with his tongue, causing her to suddenly open her eyes wide. She fell in his smoky blue eyes, and drowned in them as he slid his tongue deep between her index and her thumb. He delicately licked and sucked the taught web. This earned him an audible, throaty moan from her.

"Oh, God," she whispered, and he knew she had understood and accepted his promise.

He stood up, and helped her to her feet.

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_To be continued…_


	4. Chapter 4

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Explanation: **This is not Dawn's first time, but she has a lot of emotional baggage to contend with, so she's still a bit shy and awkward. Technically, this is going to be Fine's first time, but he is a superior Artificial Intelligence, so he's very well informed and well build. Also, he has the advantage of being able to read Dawn's biological reactions, so he doesn't have the problem of getting the wrong signals or hesitating.

Another thing, on the show, the AI proved capable of mimicking human emotions perfectly. He was able to fool Clark, Lex, and presumably his students and his faculty colleagues. He's going to be reacting quite naturally, outwardly.

I'm writing Fine from Dawn's perspective, based only on what she knows about him and about men in general. He's acting exactly like a man, so there should be no surprise when he presents signs of desire.

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

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**Dawn's Fine**

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**Chapter 4**

Dawn's last class that Friday had been unfortunately boring enough to allow her mind to wander. The same thing that kept happening ever since 'the moment' happened again. She began day-dreaming about Prof. Fine. His face, his voice, that vaguely arrogant smile that crooked his lips sometimes, his eyes, the way he seemed to subdue the entire class just by walking in, his hands … such images kept flashing through her mind. His fingers… at the memory of his inadvertent touch from the other day, she had to squeeze her eyes tight and will herself not to sigh. The soft, constant warmth between her thighs was beginning to melt her.

She wondered how was she going to last a weekend without seeing him. Wouldn't it be wonderful if he needed her for some urgent research? She played with that wish for a while, sometimes including, sometimes excluding Clark's presence. The scenario without Clark made her blush. Her self preservation instinct told her that it would be a lot safer if he was there as well; if she had to be alone with Fine in a room… she would probably do something she could never take back.

She was among the last students to leave the auditorium because she needed some time to clear her mind of the vivid fantasies. When she saw him walk toward her, she almost panicked. There was something in the way he carried himself that reminded her of Spike, and for a moment, she was sure he was going to smell her desire. She smiled realizing that the guy lacked her vampire's preternatural senses.

"Hi. I know it's on short notice, but are you free tonight by any chance? Something's come up and I need some help.

She bit the inside of her cheek. The sharp pain reassured her she was not dreaming. Had someone granted her unspoken wish?

"Clark's nowhere to be found," he added.

Her momentary indecision ended, and she answered before she could remember why she had decided that the Clark-scenario had seemed preferable.

"Sure," she said.

"All right then. My car's over there," he told her and walked away.

She kept telling herself that they were just going to work. She hoped it was going to be something mind-numbingly boring, because she was already beginning to heat up.

When he told her they were going to work at his apartment, his tone was so cool and business-like that she didn't – as she might have expected – swoon, shocked to have her fantasies played out so accurately. The comparison to Spike came naturally. Her vampire could've made evening prayer sound like an invitation to bed, whereas Fine could not have sounded more professional. The very fact that he didn't ask her if she was comfortable with that told her that the man did not entertain the sort of thoughts that plagued her.

She followed him in silence, valiantly trying not to let her feelings show.

They got in his car and Dawn all of sudden wished she had been wearing something less revealing than her short skirt. When he reached down to turn on the radio she couldn't stop the image of his hand reaching between her legs. If she didn't get a grip soon, she was in danger of dripping on his car seat. That was not the way she wanted to leave her mark with this man.

He unlocked the door, and Dawn closed her eyes, refusing the temptation to glue her eyes to his ass.

When he took off his jacket she dug her nails into her palms to keep from caressing his chest.

"You can leave your things over there," he said, pointing at a coffee table cluttered with books in the living room, and walked into another room.

She heard him opening the fridge and heard his voice from the kitchen.

"Do you want a root beer or something?"

'Oh, I want something,' she made an effort not to say.

She went to him. He was watching her with a soft smile that bore no resemblance to his wry classroom expression. It gave her hope that he shared her feelings, and at the same time, this scared her.

"Soda?" he offered, looking at her with a mixture of cold courtesy and hot intensity.

"Um-hum," she mumbled, unable to tear her gaze away from him.

He got a Coke bottle out of the fridge, and she tried to get herself together. This had to be wrong. Nothing that felt so hot could be quite right. She had been attracted to guys before, she had had sex before, she had been in love before, but no one in her experience had aroused her as much as this man, who had barely touched her.

She had a flashback of being in her kitchen with Spike, but she was not a little girl anymore. The hell with expulsion! The hell with his career! Besides, no one needed to know. The Slayer, the Watchers, and even the Scoobies had been able to keep the end of the world secret so many times, she would surely be able to keep secret a torrid love affair.

She licked her lips watching him pour her drink. She kept thinking that should leave. She should run. She should stay away from him. When he offered her the glass, the panicky little voice in her head fell silent.

She reached for the glass. Their hands touched, and from that point of contact she felt her skin catch fire. She let go of the glass. It seemed to take hours until it reached the floor. The loud sound of its shattering jolted her back to some semblance of normality. She bent down to pick up the pieces. The next thing she knew, he was holding her hands, kissing her fingers and her palms, trying to burn her alive with his gaze.

Her head was spinning, and she felt she was slowly melting in his tenderness, when his tongue slid along her finger, upping the level of her tactile awareness. She watched him amazed as he put his mouth over the web between index and thumb in a sensual and unequivocal promise of working another, more intimate part of her in the same way. She couldn't stop the image of his head between her thighs, his eyes burrowing into hers while he was using his mouth on her, kissing, licking, sucking.

"Oh, God," she whispered, surrendering.

He grazed her skin softly with his teeth, and stood up. Dawn's legs felt so weak that she almost knelt on the shards of glass before his strong grip on her wrists steadied her. He pulled her upright, and stepped over the broken glass, invading Dawn's personal space. He was only holding her wrists, but she felt him everywhere, beneath her clothes, beneath her skin.

Her lips were burning for the kiss. She licked them nervously, and for the first time since she had met him, the man gave a sign of weakness. He closed his eyes and took in a deep breath as if he was surrendering to forces stronger than him. He pulled her against his chest and the last thing she saw before she closed her eyes to cope with her world spinning so fast was the blue flame of his gaze burning into her.

His grip on her was almost painfully strong; Dawn moaned faintly into his mouth, and the sound triggered something in him. He swept the surface of her lips with his tongue, but soon sneaked it inside her mouth, much to her delight. She had about three years of experience kissing boys, but she was overwhelmed by her desire. She swirled her tongue around his awkwardly, and he growled. He let go of her hands to put his left arm around her waist, crushing her against him, while his right hand supported the back of her head as he intensified the assault on her mouth. Dawn hanged on to his shoulders for support, since most of her body seemed to have acquired an unreliable, jellylike consistence.

He walked her backwards until her back was firmly against a wall, pressed his body over hers, and then removed his arms. They had been kissing without respite, just barely coming out for gasps of air. He cupped her face in his palms, apparently trying to stop kissing her. It took him several long, deep kisses, and several more fluttering kisses, but he managed to stop.

"There are at least three good reasons why you shouldn't let me go on. I'm quite a bit older than you, you're my student, and you don't know anything about me."

His voice was hoarse with arousal, and it sounded so sexy it made all his objections feel like incentives.

"All it takes is one reason to do it," she whispered.

He leaned over, as if to kiss her neck, but stopped, his mouth hovering just above her skin.

"Which is?" he asked softly, breathing over her neck.

She felt his lips so close to her ear, making her wish he would stop this avoidance and start nibbling on her… anywhere on her… all over her…

"I want it," she admitted despite a deep seeded reluctance to open up.

Apparently, that was all he needed to hear. He plunged his hands in her hair, tangling his fingers in her locks, clutching it till it almost hurt, and began planting kisses along her neck, alternating them with licks and nibbles. Dawn was already trembling when he buried his face in the crook of her neck. He found a spot on her neck that made her whimper, and focused on it. The more he was sucking on it, and flicking his tongue over it, the more unbearable the heat between her legs became. She ran her fingers through his hair, wavering between the need to pull his head away before her brain turned to mush and the constant delight of what he was doing to her.

She wondered what would happen if he bit her. Would she call out Spike's name or would she just come at once. She thought again of what that skilful mouth of his could do to her once he worked his way down her body.

* * *

...

* * *

"I got a little carried away," he whispered. "I was aiming for the bed."

She chuckled softly, only to tremble when he added:

"We'll get there. We still have a long list of things to do."

"You have a list?" she tried to smile.

"Don't you?"

She realized that yes, she did. She had a lot of things she still wanted to do with him, or have him do to her.

He took a step back and did his pants up. Dawn tried to stay on her feet, but swayed. He caught her, and she thought she could see a self-satisfied grin on his face before he swept her in his arms and carried her into his bedroom.

"I think we both need something to drink," he said, and kissed her softly on the lips before he went back into the kitchen.

She was stretching lazily between the cool satin sheets, basking in the afterglow, replaying earlier events in her head.

How did he know? She hadn't said anything since she told him she wanted it. How did he know exactly what she wanted? How much, how hard, how fast… And did he know she wanted it all over again? Soon…

* * *

_To be continued…_


	5. Chapter 5

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

Beta: Charlotte

**Author's notes**: Let's not forget that "Fine" is evil (just as Spike was at first). So please don't be too harsh with my little plot device. You'll see what I mean.

Also, the language is going to be slightly less erotic and more anatomic because he's still not human. On a related note, I find myself liking Marsters more and more, dark haired (never been a fan of the bleach) and older.

So, nobody thought that the line _"There are at least three good reasons why you shouldn't let me go on…." s_ounded a little familiar? Andromeda, season 2, episode 9, "Into the Labyrinth" - Charlemagne Bolivar (played by J. Masters) tells Capt. Hunt that "_There are at least three good reasons why you shouldn't let the Sabra-Jaguar pride join your new Commonwealth…"_

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

* * *

**Chapter 5**

He set her on the bed he had never actually slept in, kissed her lips already swollen from the previous kisses, and made an excuse to leave the room.

"I think we both need something to drink."

She nodded dreamily. She was smiling. He took in her blissful expression, and found it difficult to accept that he was the cause of it. He had performed abysmally substandard, he had almost lost control of the experiment, and yet she was happy.

Once he got into the kitchen, he froze in order to do a swift check of all his systems. He could not yet fully explain what had just happened. Maybe he had been wrong to use his human behavior simulator at full accuracy. If he hadn't had computed the entire scenario in advance, he would have given himself away. The intensity of the 'human' emotions had been such that he had been unable to maintain contact with the ship. He would have to pay another visit to the LuthorCorp warehouse where it was stored sooner than he had planned. He decided that, once he downloaded all the information gathered as a result of this experiment, he was going to delete the most unstable components from his own memory banks.

He was almost baffled that humans could stand such intense experiences. Of course, he realized, he could only sense the intensity, but the human brain turned it into pleasure. He had thought he understood the human impetus to procreate before, but what had just happened made him grasp the concept a lot better. If the grand plan worked, once they recreated Krypton on Earth, eradicating the human population could prove a very difficult task.

He was pondering on his immediate course of action while he was preparing drink. He synthesized internally the Kryptonian version of truth serum, slit his left wrist open with the modified index of his right hand, and squeezed five drops of black liquid into her coke.

The skin instantly healed over the shallow cut and his finger regained its human form while he was still wondering whether he should lower the accuracy of the software. The possibility of permanent damage to his systems was infinitesimal, but the near complete loss of control had been, for lack of a better word, disturbing. He rarely had the opportunity to function at full capacity; and it was a waste not to do it when he had the opportunity. Apparently living among humans, along with his excellent programming was infecting his core thought processes with human reactions. He could almost feel it was cowardly to back away from the challenge, and at the same time a not entirely artificial curiosity was gnawing at him. He was aware that all the time he maintained human form, his programmed instincts would tend to take precedence over his core software.

He was still debating the point when he spotted Dawn's torn panties on the floor. He reached down and put them in the pocket of his jeans. The reaction was part of his human-scenario. It was the sort of thing that a man would keep as a souvenir of a sexual encounter with a beautiful woman.

He looked at the wall where against which he had pushed her, and replayed the action in a split second. He looked down at his hand, and smiled self-deprecatingly remembering yet another clue of his infection with humanity. He had slid his fingers inside the girl partly because it was a proven foreplay technique, but also to be sure that he calibrated his own genital organs for the best fit. He had discovered that she was quite narrow, and therefore he had had to reduce the size of his penis so that he wouldn't hurt her. He was surprised to realize that the size of the organ he had carried around since he had taken human form had been determined by the male obsession with size. The statistics showed that well endowed men were more confident, more charismatic, more successful. The smile on his face was almost genuine when he thought that in time, he might scale it up again, for her pleasure.

He went back into the bedroom, and handed her the glass. He hadn't needed to add energizing substances in her drink because short of amphetamines nothing had as powerful an effect on the human nervous system as caffeine. He needed to make full use of their hours together because on Monday he was going to send the silver kryptonite to Kal-El.

He knew women enjoyed the intimacy of cuddling, and he fully intended to do it, but there were some more important activities to perform before it came to that. For one thing, he had to find out more about Sunnydale and Spike.

He laid down next to her on the bed, and was satisfied to observe that while her gaze was sweeping over his body her temperature was rising. He leaned over her, put a hand over her flushed cheek, and kissed her. He had intended the kiss to be little more than a peck, but she parted her lips slightly when she let out a delighted sigh, and he deviated from his planned course deepening the kiss. He had gotten so lost in the influx of sensations that he forgot he had to pretend he had to breathe. Dawn pulled away, gasping for air, and he made a show of being out of breath as well.

This incident was enough to make him get the information first, and lose himself in the sensual part of the experiment later. He almost regretted having had used the truth serum. He was sure that in time he would've been able to gain her confidence to such degree, she would've told him everything he wanted to know.

"What kind of name is Spike anyway?" he began the interrogation.

"Excuse me?" she asked, visibly startled.

"You told me I reminded you of a friend of yours. I was just wondering why he was called Spike. I honestly hope this wasn't his actual name."

"I'm not very comfortable talking about him," she said evasively.

"Sometimes it helps if you talk," he said, hating the corny human expression. He knew he just had to keep her talking. He didn't need to worry about persuading her to reveal anything. Once the substance had taken effect, she was compelled to tell the truth.

"It wasn't. His name was William. But no one had called him that in about a hundred years. Unless they had something hurtful to tell him."

'A hundred years!'

"Why is that?"

"William was something of a geek. He was a poet, but not a lord Byron type bad boy. If he had lived nowadays, he would've been a very nice guy. The sort of guy who would have a hard time getting a date. If you wanted to get to Spike, one sure way was to remind him what a useless wanker he had been."

She had a sad smile on her face, and she had lost most signs of arousal. It was as if something was missing. He inched closer to her and began to caress her over the sheets.

"What do you mean 'if he lived nowadays'?" he asked in an even tone, while his hand was gently pulling the sheet off her.

"You wouldn't believe me if I told you," she said, watching his hand disappear beneath her shirt. She seemed surprised that she was still wearing clothes after the stormy sex they had just had.

"You can tell me anything. Trust me," he said.

She sighed, both surrendering to his question, and as a result of his fingers teasing her nipple.

"You're going to think I'm crazy, but here it is. Spike was a vampire. And before you can say 'there's no such thing as vampires, Dawn', listen to me. I lived my whole life, such as it was, in a world where monsters are not only real, but they don't just live under the bed."

He smiled. "Vampires". He had encountered that term was only weeks earlier when he had hacked into LuthorCorp files. They had used the word to describe a form of rabies that had mutated when the carriers had come in contact with meteor rocks. As far as he knew, there hadn't been any meteor showers anywhere in California, near Sunnydale, but that did not mean that she was delusional. He had checked everything he could about his subject, and nowhere in her medical files was any sign of mental illness. More to the point, while he had searched for the elusive "Spike" he had went through the backgrounds of her friends and family, and he had found a statistical anomaly in the number of injuries and deaths among them.

"There are vampires in Sunnydale?" he went on with the interrogation, just as he proceeded to unbutton her shirt.

"Not anymore," she said with a bitter, humorless chuckle. "There is no Sunnydale anymore."

"What happened?"

She arched her back when he lowered his mouth over her exposed breast, and flicked his tongue over her nipple.

"Dawn, what happened to Sunnydale?" he asked as he moved his mouth over her other breast.

"It cave in. It's gone. Sealed in. For good." She answered, the words coming out intermittently, between gasps.

"Sealed in? What is sealed in?"

He started a trail of kisses from her collarbone, down, toward her bellybutton, and further down.

"Hell," she said.

For a moment he thought she had just let out an exclamation caused by the sensation of his tongue on her lower belly, close to the edge of her skirt.

"Hell what?" he asked.

"Hell, Hell," she said shrugging. "I really didn't want to know more about it. It's enough I grew up on the Hellmouth."

He did not question her sanity. Hell could have simply been the humans' way to refer to another dimension, and the Hellmouth just some kind of portal. An area where realities intertwined would be inhabited by denizens from both dimensions. Inter-dimensional bleed-through effect. That was a mystery worth investigating.

"How was it sealed?"

He unzipped her skirt slowly, and pulled it down a couple inches, revealing her hipbone. Her breathing became somewhat ragged when he started to pay attention to that spot, and she dug her fingers into the sheets.

"Spike," she said in a husky voice, and this time, he was sure she had momentarily believed that her friend was the one kissing her skin. "Spike stayed in there. He was wearing this powerful, mystical amulet. A lot of people died before that. He was the last one. He died to seal the Hellmouth. To save us…"

He had to know more.

Dawn lifted her hips and slid her skirt off. Her panties were still in his pocket. He realized that he didn't have to find out everything right then and there.

He positioned himself between her legs looking at her. She was blushing furiously, but made no attempt to stop him. He enjoyed her lust glazed gaze. She had just talked about one of the most dramatic events of her life, but his touches were setting her on fire. He took his time caressing her inner thighs, kissing his way up, ever closer to the heart of her fire. His own arousal was pushing uncomfortably into the mattress, but he was determined that at least once he was going to keep his control while she was losing hers.

* * *

...

* * *

He leaned over and kissed her. He kept kissing her until he made her come again. Not as wildly as the two previous times, but softly, and all the more amazing for it. Even his own release seemed more satisfying than before. He rolled next to her, and held her in his arms until he felt her fall asleep.

* * *

For the uncensored version, follow the link on my homepage. 

_To be continued… _

Actually, please review if you think it should be continued. I have the ideas, but lacking the time, so I need some gentle pushing and prodding.


	6. Chapter 6

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

The usual "not beta-ed yet" disclaimer: this is a first draft. I'm sending the chapter to a beta reader as I'm posting it here. I'll make the changes as soon as I get it back. Hope it sounds ok. I hope you can forgive the shoddy writing. I just didn't want you to forget about the story, or (moment of high self confidence) to wait too impatiently for the chapter.

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Feedback: **yes, please! The more the better.

* * *

**Chapter 6**

Dawn woke up smiling. She couldn't remember the dream, but the feel of the cool skin underneath her cheek brought back the wonderful memories of the past twelve hours. Her smile widened. He must have felt it, or maybe he noticed that her breathing had changed, but he knew she was awake.

"Good morning," he said, running his fingers through her hair.

She purred delighted, and began caressing his chest lazily.

"This is what Saturday mornings were made for," she said.

"Really? I always thought it should involve fresh croissants and hot coffee."

She raised her head abruptly.

"Do you have any?" she asked, looking at him with wide, sparkling eyes.

Dawn had perfected this eager-pleading-hopeful look for Spike, but she hadn't had the chance to use it in years.

"Umm… no."

She pouted dramatically, then lowered her head crestfallen and started nuzzling his neck distractedly. She trailed her fingers up and down his arm, careful not to think about Spike's biceps.

"I can go out and get some," he offered, his grip tightening on her shoulders as her mouth was paying more and more attention to his neck.

Dawn giggled satisfied, and bit him playfully.

"Yeah, right, 'cause all I want is to get you out of bed."

He rolled on top of her, and she squealed excited.

"Making fun of me already?" he said in a low tone.

She had felt a rush of adrenaline when he pinned her underneath him, but when he spoke, it felt like a tidal-wave. His voice was so much like Spike's, down to the serious-sounding threatening undertone that Dawn's world seemed to stop for a while.

"You didn't call me crazy," she said suddenly.

"What?"

Maybe both of them being naked beneath sheets rumpled by previous night's lovemaking was not the perfect way to have this kind of conversation. She refused to give in to the desire that was rising inside her just being close to him. It would be so easy to shut up and touch him. She was so certain that he wanted her and all she had to do was let him know what she wanted and he would comply. She steeled herself against that temptation.

"When I told you about vampires, and Hell, and that. You didn't say I was crazy."

He kissed her lips softly.

"Maybe I just wanted to get in your pants."

So easy, so tempting to let go. Because that was where she wanted him to get back again. All she had to do was spread her legs just a little and he'd take it from there, take her all the way to heaven,

"So, you do think I'm crazy?" she heard herself ask.

He seemed to ponder his answer for a while. He got back on his side of the bed, propped himself on an elbow and looked into her eyes.

"No. I don't think that."

"Why not?"

She needed to know. There was something special about this man, something that went beyond than his uncanny resemblance to Spike.

"Let's just say that I know certain things that make me believe you."

"What sort of things?" she asked, a list of possibilities unraveling in her mind. He had seen vampires or demons, someone close to him was killed by vampires, he was a watcher, he had fallen into Hell like Buffy had that summer, he was in some Initiative-type organization, he was from another dimension, he was a demon, a werewolf, a god...

"Dawn, I don't want to lie to you," he said. "It's better if we leave it to that for now."

'For now.' Dawn's heart leapt. 'For now' implied the possibility of another time.

"Make me forget about it then," she challenged him, smiling.

"I can do that," he said seriously.

Dawn had a horrible flashback. In a split second, she remembered Willow's tabula rasa spell. She remembered Spike thinking he was human. Spike thinking he had a father. Spike thinking he was just like everyone else. The kiss pushed everything else out of focus a second before sadness could envelop her.

She craved his touch with a desperation she hadn't guessed inside her. She wanted the complete annihilation of reality that his touches had brought before. She wanted, maybe not to forget, but to not think about her past for a while. She endeavored to ignore everything about him that reminded her of Spike. And she was most definitely not reminded of Spike when he was looking at her like she was amazing, and special, and wanted. This man would never see her as Buffy's sister. He would never see her as an obligation, as second best.

She wrapped her arms around his neck and pulled him on top of her again. His body felt hot and tight and heavy lying on her. She loved it.

"Make me forget," she whispered.

"Your wish is my command," he answered, molding himself on her, pressing her into the depths of his bed.

Dawn squeezed her eyes tight. The more she looked at him, the more she saw Spike in his features. When he was across the room from her, she could concentrate on his brown hair, or the complete lack of leather in his attire, but not now. She would not allow herself the illusion than the man on top of her was Spike.

"I remind you of him so much?" he asked, and brushed a runaway tear with his thumb.

"God, I'm so sorry. I never… It was never like this with him. And I want you. I want to be with you."

"Don't be sorry. You're here, with me. It was kind of a stroke of luck for me. Without this resemblance, you wouldn't have given me a second look."

She opened her mouth to deny it, but he stopped the white lie with a kiss.

"Besides, there are a couple of ways to get around the resemblance problem," he said casually, sliding down her body.

"Yes? What?" she managed to ask between gasps. He was so damnably adept at finding erogenous zones on her that Dawn was beginning to feel light headed despite the salty taste of tears in her mouth.

He returned at her eye-level.

"Well, I could blindfold you. But that involves getting out of bed to look for a scarf-like object."

He was speaking in his teacher voice, and yet Dawn felt as if he was pouring fire into her. The sound entered through the ears, and her brain was turning it into liquid fire and sending it through her veins into every fiber of her body.

"There will be no leaving the bed," she said just as seriously as him. "What's option number two?"

He got back on his side of the bed, and before she could miss the absence of his weight on her, his words made her shudder.

* * *

...

* * *

_Late Sunday evening…_

Dawn was sore all over, but it was a nice kind of pain. She had to concentrate to walk normally, and every time she sat down, she winced. She hoped her roommate would not notice. Or at least not comment on it.

She fell asleep wondering how she was going to go through her History class the next day, or if she should drop his class altogether. Having sex with a member of the faculty was against the rules as long as he was her professor. She had no intention to take advantage of their liaison in any way, but the sneaking around and the danger of being discovered was an added bonus to the relationship. For the first time, she allowed herself to think about Buffy's relationship with Spike. She did not however allow her mind to drift to a rather distant future in which she would bring Prof. Fine to meet Buffy and the others.

* * *

_To be continued…_

_

* * *

_

The beta'd and uncensored is on tthfanfic . com

and on LJ :

community . livejournal . com / archive2

I need a little **Smallville help**. When, in the school year, did the events of "Splinter" and "Solitude" happen? How much longer till the next school break or holiday?


	7. Chapter 7

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline **– Between "Arrival" and "Splinter" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Spolilers – "Solitude" and "Hypnotic"**

The lines written in _Italics_ are from "Splinter".

* * *

**Chapter 7**

**

* * *

**

He walked into the classroom with a vague smile on his face. He had delivered the silvery Kryptonite to Lana Lang's dorm a few hours earlier when Kal-El was visiting. The rock was part of him, just as he was part of the ship. And apart from its effect on Kal-El's brain, it also worked as a transmitter. He was permanently aware of anything that happened around it, and once the splinter entered the young man's body he would be able to monitor him more accurately than ever before.

Dawn was sitting at her regular place, and although she didn't look up when he entered, he registered a sudden spike in her readings. His gaze lingered on her longer than it should have, but he knew that his students were too wrapped up in their own lives to notice.

He replayed scenes of their weekend together in his mind and amused himself by using from time to time a certain tone of his voice, or a particular choice of words that would elicit an intense reaction from Dawn. Even from that distance, he was playing on the strings of Dawn's senses like a virtuoso violinist. He classified her as the least annoying human he had met.

It was rather surprising that he could captivate the girl in such a subjective area as human sexuality. He mused that for him, the whole attraction of sex was the infinite variety. He could reach the same result taking various paths. Humans were having fun fumbling blindly, and doing a lot of guesswork, but he had studied his subject enough to know perfectly her pleasure and pain thresholds; plus, he could sense her smallest reaction and adjust his behavior accordingly. Within those known parameters, he could create beautiful and intricate algorithms that would always bring her to the fleeting moments of perfect happiness so sought after by humans.

Dawn was among the first to leave his classroom, and he toyed with the idea of sending her a note to meet him for their research project. He decided against it when 'Clark Kent' hurried toward him.

_"Clark, I was wondering if you've forgotten about me. Is everything all right?"_

_"No. Chloe's in on it, too. So are my parents."_

_"In on what?" _

He was actually enjoying this. It was so easy to lie to someone who already had secrets to hide. He played the part of the concerned teacher perfectly opposite Kal-El's frantic attempts to get a grip on the rapidly deteriorating situation.

_"I had a class but you weren't in it," Prof. Fine said._

The plan was of a supreme elegance, cut the boy him off from everyone he had learned to trust on Earth, and bond with him, presumably the only other Kryptonian on the planet. Earlier that day he had planted the suggestion in his mind, "we're in this together".

_"Look, Clark, I've got a faculty meeting right now, but why don't you wait for me, in my office, and I'll make an excuse, I'll be right back. Clark, whatever is happening, we're in this together._

He patted him on the shoulder and as he walked away, he couldn't prevent the spread of an arrogant smirk on his face. The plan was going to work flawlessly.

When the Braniac had first computed the scenario the most important question had been at what point should he reveal his 'true' identity to Kal-El. After his experiment with Dawn, he decided that the best moment to intervene would be when Kal-El's paranoid hallucinations would turn him against the woman he loved.

The Braniac went through the rest of the day functioning on three levels simultaneously. Part of him followed Kal-El, waiting for his cue to make his entrance, another part was considering the Dawn project, and only a small part was taking care of the daily routine.

He had to take a decision how to handle Dawn. He had considered wiping her memory of any remnants of their extracurricular activities. When she had said _'make me forget' _he had almost decided to do just that.

That particular course of action was no longer acceptable. He had to find out more about the world she had come from. She was the key into that world, and he had to cultivate her trust. Their weekend together, along with the fortunate, yet astounding coincidence of being created in the image of a man she had loved had already tied her strongly to him.

* * *

_Later that day..._

Kal-El was losing his last shred of trust. His hands were around Lana's throat.

_"Clark, you don't wanna do that. Trust me."_

He poured all the necessary words in their short conversation.

_"I'm your friend."_

_"I'm a Kryptonian. Just like you."_

_"You'll be all right now, Kal-El."_

He took back the sliver of himself that had traveled through Kal-El's body, and waited patiently for the boy to settle his shaken relationships and retire in the solitude of his loft.

_"Professor Fine..."_

_"How are you feeling, Kal-El?"_

_"Why are you here?"_

_"To stop what's coming. And to help you walk the path of a true Kryptonian."_

_"So I can be superior? No, thanks."_

The boy was such a fool. Maybe he couldn't be blamed, since his mind had been molded by humans from the very beginning.

_"Why do you continue to trust humans? More than your own people."_

_"Just going off with what I've seen."_

_"Maybe you need to look closer,"_ he dripped the doubt in the boy's mind again.

_"Why didn't you just tell me who you really were? Instead of posing as my professor this whole time."_

This question could not be passed off as a result of the boy's upbringing. But he could not afford to show his exasperation, so he explained the obvious.

_"Why do you keep your identity a secret even from the woman you love? You've been on this planet many years, Kal-El. I had to observe you before revealing myself to determine just how much you've been influenced by these... humans."_

_"You say human like it's a bad thing."_

The boy had noticed. And took offence. He really didn't understand the Kryptonians' superiority. He was going to find a way around the boy's loyalty.

_"Just going with what I've seen. This race shows promise. But at this point in history they're still duplicitous by their very nature. Even the ones you think you love can't be trusted." _

He was trying to breach the boy's allegiance. He had directed the comment to Clark's feelings for Lana Lang, but he made the parallel of Dawn's feelings for him. She was falling in love with him. And he was most certainly not trustworthy. Not for a human.

_"You don't know anything about this race. Yeah, they can be petty, and dishonest, and betray each other over nothing. But they can also be honest, and loyal, and they would give up everything to protect someone they love. Even if they were from another planet."_

_"Kal-El,"_ he said, softly, half disappointed, half impressed.

He thought about Dawn again. He was never going to reveal to her what he was, but he couldn't help wondering if she could accept it. If she would still love him, if she would do anything to protect him.

_"My name is Clark. And I'll always believe in my friends and my family."_

There it was. 'Clark' would never truly trust him over his human entourage. Never over his human family. That was the lever then. He would do whatever it took to protect his family. Like Dawn's friend, Spike, this boy would do anything to protect his family. He would do unwittingly what he would never be persuaded to do.

_"I sincerely hope your trust hasn't been misplaced. You know where to find me when you're ready to accept the truth."_

He laid the foundations for the second assault, and left.

* * *

The human incarnation of the Braniac drove back to Metropolis, his concentration again split between 'Clark' and Dawn. He began developing the new plan. He would infect someone close to Clark with a blatantly Kryptonian disease, and then suggest to Clark that it was the result of Jor-El's bargain. The boy would see that the only option he had, was to destroy the Fortress of Solitude, thus opening the portal for General Zod's return. 

Once this plan succeeded, he had to devise a plan to make Dawn leave Metropolis, and take him along. The ship contained enough material to create other human forms, and only one of them had to be with Dawn to gather data.

He stopped the car in front of a florist shop. He chose a dozen of beautiful white roses, and added a small thorn created from his own body so that he could track her at all times. The nanobots were not meant to alter Dawn's mind in any way, though their programming could always be altered from a distance.

* * *

He felt the splinter prick Dawn's finger. He was aware of it the same way he had been aware of the one in Kal-El. He smiled, looking forward to the next time he would touch Dawn again, eager to feel her responses from the inside. 

He thought back at Clark's passionate plea in favor of mankind. _"...they would give up everything to protect someone they love. Even if they were from another planet..."_

He had to put that to a test. He could always erase her memory after the experiment.

* * *

_To be continued..._


	8. Chapter 8

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline **– immediately after "Solitude" (Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

Not beta'd yet, forgive the eventual mistakes. When I get the chapter back... you know the drill.

Please review!

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**Chapter 8**

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**

It was passed midnight, but Dawn couldn't sleep. She looked at the white roses beautifully outlined against the dark window. Moonlight conferred them a silvery aura, bringing them even more clearly in the foreground. She had to do some serious thinking about her relationship with Professor Fine. It had evolved so fast and so far out of her control that she had a hard time believing what had already happened between them.

She was surprised that she had trusted him to the point of telling him the truth about Sunnydale. However, it was his reaction that was worrying her. He had accepted her words far too readily. He was either insane, and he believed in ghosts and vampires just because he had seen movies and read books about them. Or he had actually come in contact with that underworld.

Best case scenario, he had some connection with her world. That did not guarantee that he would be able to accept her true nature. She hadn't thought about her Key-ness in a while, but the doubts about her humanity were always lurking at the back of her mind. No matter how cool he was with demons and half-breeds, would he go as far as dating someone who was not quite human.

She looked at the glowing figures on her alarm clock, and realized it was only about eleven in Cleveland. She would probably catch Buffy in mid patrol if she called. But who else did she have to call? Not that she could actually tell her sister what was happening in her life. She just needed to hear her voice, the voice of the one person in the world Dawn trusted with her life, and even beyond it.

She picked up her cell phone and dialed before she could change her mind.

_"Dawn, are you OK?" were Buffy's first words._

"I'm fine," Dawn swallowed hard at saying the last word.

_"Sorry. It's just that it's late in Kansas, and I thought you might be in some danger."_

"You don't have to apologize. I'll never call you over protective, OK? It's not like I don't know what's out there. I told you, it's disconcerting that Sunnydale stuff doesn't happen around here."

_"Not that I'm not glad to hear you, but what's up with the call then? We haven't heard from you since Thanksgiving."_

"Yeah, sorry about missing it. I'm sure your cooking has improved since the last time you hosted Thanksgiving. I just had to hand in some papers."

_"I wish you'd have some fun, Dawn. College isn't just for studying." Buffy said._

Dawn giggled.

"I love you."

_"You sure everything's fine? You just said you loved me without asking me for money."_

"Very funny. I just kinda miss you. How are you doing? How's everything? Hellmouthy as back home?"

_"More or less. Nothing major so far. The usual."_

"That's not entirely comforting. I know what's 'the usual' for you."

_"Not that kind of usual. You are coming here for Christmas, aren't you? This wasn't some roundabout way for you to tell me you have other plans for the holidays?"_

"As if..." Dawn said with a snort, and then she said, without first filtering the words through her mind, "Is it ok if I bring someone?"

She bit her tongue hard as soon as the words came out. And the pause on the other side of the phone wasn't making things easier.

"Buffy?"

_"Dawnie, did you meet a nice boy and you want him to meet the family?"_

Dawn rolled her eyes. 'A boy'. What had gotten into her to say that? She threw the roses a dirty look, thinking it was their fault.

"No. I was just wondering."

_"Riiight," Buffy said, unconvinced, but fortunately didn't press the point. "Sure, Dawn. If you think he can handle, you know, everything."_

"I was just thinking about the Christmas dinner, not an initiation into the Scoobies. Not that there's a 'he' I'm thinking to invite," she added lamely.

_"OK, Dawnie, whatever you say."_

_

* * *

_

_A few days later..._

Prof. Fine hadn't shown up for class. Dawn was tempted to swing by his flat, but thought better of it. She had no right to check up on him. Not even because she was worried about him.

She made her way back to her dorm, still uncomfortable to be out after dark without a stake. All the parties on campus ended up with tales of urban legends, but she had done some discreet research, and verified that they were all just that. It didn't prevent her have holy water in her bottle of Evian though.

She put her books on the hallstand and kicked off her shoes into the corner. Before she could turn on the lights, she heard the door being locked and she turned around abruptly. She reached instinctively, and uselessly for the stake that was usually in her pocket.

"Hello, Dawn."

She relaxed a little recognizing his voice.

"Are you all right? You weren't in class today."

She tried to keep her voice steady, unwilling to seem either glad or relieved that he was there. She decided to leave the lights off and keep away from him until the reason for his unexpected visit had become clear. He didn't appear to have come for a quickie.

"Something's come up. I didn't want to leave town without seeing you."

"Oh," she said quietly, bracing herself for whatever he would say.

"What happened?"

"Lex Luthor has been leaning on the tenure committee to fire me for weeks, but yesterday I received some rather unambiguous threats."

"Oh, my God!"

"This is true, but it isn't the real reason I'm leaving. It's just what the rumor on campus will be. Anyway, remember when you told me about vampires? There's a reason why I wasn't surprised. I work for a covert branch of the State Department. The same people who created, kept secret and then swept under the carpet the Initiative."

Dawn kept silent while the memories, fake as she knew them to be, flashed through her mind at the mere mention of the Initiative. The first of them - Spike slowly starving, begging for food, unable to hunt. And the last one - the horror that had been Adam.

"You don't have to pretend you don't know what I'm talking about. I know you know about the Initiative. I know your sister is still in contact with agent Finn."

"You've never met Riley," she stated.

"No, I haven't. I work in an adjacent field. Why are you so sure I haven't met him?"

She just smiled, trying to imagine what Riley's reaction would be to meet one of his colleagues who looked exactly like Hostile 17.

"Just a hunch. What is your field then, agent Fine?"

"Extraterrestrial activity."

Why not, Dawn mused, almost sad that she was not shocked. Who needed a Hellmouth to find oddities?

"No comments?"

"Only questions."

"I'm all yours," he said spreading his arms.

"Why were you here? Kansas I mean."

"The meteor showers. There is more to them than rocks falling from the sky."

"Extraterrestrial life?"

"Yes."

"Intelligent life?"

"Yes."

"Oh."

She had to admit that the conversation was reaching a level of weirdness that was uncomfortable even for her.

"You're taking this very well," he said.

"Yes, well, my life seems out of whack if I don't get some kind of perspective-changing revelation every few years."

"I'm assuming that the Initiative had barely scraped the surface when they had to pack their bags and left Sunnydale."

"You could say that. But they've been catching up from what I heard."

"No more questions?"

"Just one. How come you're telling me this? I'm pretty sure I don't have clearance to know any of it."

He remained silent for a long time. Dawn had to fight the urge to go to him, to seek the comfort of his embrace.

"You don't. And I shouldn't have said anything."

She tried to make out his features in the dimness. He had told her military secrets. She couldn't even imagine what level of classified they were, but she could safely assume he'd be at least court martialled.

"Any chance you're free for Christmas?"

She had barely finished speaking when he swept her in his arms.

"You are amazing, Dawn. I was afraid you'd run away screaming."

"Not much of a screamer," she whispered, holding him tightly.

"As I recall..."

She silenced him with a kiss.

"When are you leaving?" she asked when she came out for air.

"Tonight."

"Be careful."

"It's just another two weeks till Christmas. I'll be here. I promise."

"No promises. I don't have to know exactly what you do to know you might never come back."

He gripped her shoulders harshly, and looked into her eyes.

"I'll come back."

It sounded like a threat, but it felt like a vow. He wrapped his arms tighter around her, and buried his face in her hair.

"And, Dawn..." he whispered, and took in a deep breath, "don't ever call me 'agent Fine' again."

She smiled, pleased with the note of fierce need in his voice. When he had told her he was going to leave town, she felt her heart beginning to freeze. When he took her in his arms, the cold began fading into a rising tide of desire. But when he refused her attempt to distance herself from him, she felt a whole new feeling blossom, and she could think of only one way to postpone dealing with it.

"My roommate isn't going to come back for a couple of hours," she said, pulling him toward her bed.

_

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_

_To be continued...

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_

What would you like in the next chapter plot or smut?


	9. Chapter 9

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline **– after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

A/N – This is a very rough draft, I posted it just to let everyone know I haven't forgotten about the story. My apologies to those who were waiting for the Fine/Scoobies meeting. It's probably going to happen in the next chapter, but I doubt I'm able to do it justice. It would be quite a feat of strength to be at the height of your expectations. Due to serious family problems I was unable to do a very good job on this chapter. Must get it together soon. Also, I thought that Milton Fine/the Braniac was scheduled to have the last appearance of season 5 in "Hypnotic", and I didn't download any more Smallville episodes after that. I hope to have a better chapter after I see the last 2 episodes.

**Beta: **Charlotte Dhark

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**Chapter 9**

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**

Milton Fine drove slowly out of the parking lot. He nodded genially to the motel clerk when he passed by the window. He cultivated such small gestures in his attempt to fit better in this human form. For the past ten days he hadn't altered it at all. His cells were beginning to settle in this alien pattern, which made it easier for him to cope with all the other complexities of his strange new life. The nanobots were constantly creating intricate routines to deal with his 'humanity'. Only that morning, he noticed that he needed to shave. He passed his palm over his beard and made a note to go into town on his way back to the hotel to buy a shaving kit.

He smiled looking at his hands on the steering wheel. He was getting a tan. Milton Fine was developing his own type of peripheral nervous system. This was yet another side effect of the prolonged physical separation from the ship. He was not worried, although he could neither stop, nor control the changes. They were becoming more and more complex everyday. The constant data transfer between the main frame and this particular human incarnation was not enough to prevent the parallel evolution.

Less focus on his daily behavior allowed him to pay more attention to his other tasks. The most difficult of which was the issue of the inter-dimensional rift. Still, with all its complexity, this problem was no way near the intensity of his last encounter with Dawn. The sexual intercourse that had followed his "confession" had overloaded his system to the extent of losing contact with the ship for hours. His stubborn exercise in humanity was a precaution against the next time he was going to be with Dawn. Maybe if he didn't have to pay attention to details such as breathing, blinking, speaking English, he would be able to have better control.

Dawn was always present in his mind, since the sliver of himself was still in her system. Her behavior in his absence was assuring him that he had done a very good job of seducing her. The girl was doing nothing more than studying every day. She was showing no interest in any of the males around her, not even when they were displaying obvious signs of attraction to her.

She was on her way to a class when he parked on the north side of the Sunnydale crater. He put on his sunglasses and got out of the car. He opened the trunk and took out and methodically arranged his measuring equipment. He was unable and unwilling to feel frustrated with the slow progress. He had spent a week and a half on what was clearly a sealed inter dimensional rift, and he was no further in understanding how it had appeared or how it had been closed.

The only success he had achieved was that he had managed to create devices that allowed him to isolate specific radiation signatures from the other dimension and track their presence. He decided to test them during his visit in town later that evening.

He had always been confident in his ability to pass for a regular human, but it was getting easier and easier to mimic human behavior. He could trace the steep curve of this progress from the beginning of his interaction with Dawn. He had refined his human personality to ensnare her, and from then on he kept returning to the kind of man he had pretended to be for her, gradually becoming that person.

At lunchtime, he stopped working to eat. He had not gone as far as getting sandwiches, but had opted for concentrated food. He squeezed the tube of red fluid, and swallowed it wondering if he should give it some flavor. It was a less efficient means of gaining energy than using electricity, but he was in no great hurry. The Earth's yellow sun was doing most of the recharging anyway.

The day dragged on just as its predecessors, with meticulous calculations and no revelations. He could have stayed on site day and night, but he had decided to mimic human sleep patterns as well as everything else. At least outwardly. He was spending nights in his motel room working on new devices and theories that would help him understand and use his findings. He had experimented with the equivalent of human sleep only once, but his manufactured neurons had fired randomly during his rest creating something similar to dreams, and that bothered him. Getting a tan was one thing, dreaming was inefficient and maybe even dangerous.

The sun was setting over the grave of Sunnydale, and Milton Fine drove away for the last time from the closed Hellmouth confident he had learned al he could from the site. He set off for the nearest town, in search of a subject on whom to test his gadgets.

* * *

Milton Fine walked in the noisy night club as if he owned it. His quiet confidence and his rugged appearance made him the target of several interested gazes. He ignored them all on his way to the bar, carefully scanning the room for the low body temperatures of the mythical 'vampires'. He knew how to spot them, not so much from Dawn, as from the Initiative's records. 

He identified three specimens, and he was pleased to notice that they were also presenting the outer-dimensional signature. He finished his drink and followed one of them on the alley behind the club. He watched him feed until he foolishly killed his victim. He instantly accessed his military and literary database to find out the creature's presumed weaknesses. He pierced the creature's heart with his rapidly elongating index finger. The vampire yelped, and as soon as the Kryptonian A.I. changed the molecular composition from metallic to wooden, the creature turned to dust. In the Honduran jungle the Brainiac

The conversation between the mainframe and its human extension was suddenly interrupted by the unusual data coming from the piece of Kryptonite floating through Dawn's blood. The girl had gone into a party on the second floor of her dorm several minutes earlier. The unsettling information was that she was displaying signs of sexual arousal. She was in the arms of a boy, dancing on the rhythm of a slow love song.

He walked back in the club, and started a new experiment. He was so proficient in reading body language that in this place designed for human interaction, he could see who was interested in him as if the signs were huge neon commercials. He chose a tall, slender young woman with long brown hair, and asked her to dance. The pulsating, primitive rhythm of the song was perfectly adapted to the modern, urban mating ritual.

He was caught between the readings from Dawn's body, and his own reactions to the woman in his arms. It was strange and incomprehensible to him why Dawn's body, hundreds of miles away was draining more and more of his attention.

When the boy led Dawn away from the crowd, all he could do was to duplicate the gesture, and lead his partner into a darker, more intimate corner of the dance floor. The boy's hands were getting more daring, and so was his mouth. He felt the stranger's fingers on Dawn's skin, caressing the small of her back, making their way up to the clasp of her bra while his mouth was covering hers. He could feel Dawn catching fire. He was torn between letting the experiment unfold and the strong, unyielding urge to interfere. He could program the shard of Kryptonite to cause her pain, or provoke hallucinations, or go straight into her brain and turn her into a simple marionette.

He was barely noticing the enthusiastic way the young woman in his arms was responding to his touches. Even with such a small percentage of his capacity focused on her, he was able to touch her exactly as she wanted to be touched. He lowered his head for the kiss he knew she was expecting. Her lips were soft and sweet, and they parted welcoming his tongue. The kiss was technically flawless causing the now familiar stirrings in his body, although the intensity of his reaction was not comparable with what was happening when he was with Dawn. He was beginning to doubt his power over Dawn and was seconds away from intervening when she pushed her partner away.

_"I'm sorry. I have to go," she said, and ran away from the room not giving the boy the chance to stop her._

"I'm sorry. I can't do this," he said, pulling away from the kiss.

"Oh, God, why not?" the young woman whispered out of breath, brushing her hand casually over the front of his trousers.

He reacted at the touch, and saw the girl's smile upon noticing it.

"I'm married," he said, and rushed out of the club.

He was still wondering why he had said that, why he had felt obligated to explain himself at all when he heard Dawn's whisper.

_"Where are you, Professor?"_

She had leaned against her bedroom door and was looking at her bed, the place where less than two weeks earlier the intensity of their interaction had started to corrupt his programming. Before the first tear slid along her cheek, he was running toward Kansas. The supercomputer jammed all the radars along the way, concealing his mad dash.

* * *

_To be continued…_

(soon, and hopefully better)


	10. Chapter 10

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

* * *

A/N: Dawn is a considerate girl. I think she would warn her sister about Fine's resemblance to Spike beforehand. I know this diminishes the shock of the encounter, but it seems right to me that she would tell Buffy about it before the meeting.

* * *

**Chapter 10**

**

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**

Dawn was crying.

Earlier that evening it had occurred to her that she was in love. But she couldn't possibly be in love, could she? It was too fast, she knew so little about him... The more she tried to find reasons why she couldn't be in love with Milton Fine, the more she missed him. She was missing him so badly, it hurt. It felt as if all the pain of losing so many people she loved had somehow focused in missing one.

He had promised to come back before Christmas so they would spend the holidays together. His absence felt like a hole in her soul. Her attempt to fill the painful void with some random boy at the party had failed miserably. The stranger's touches had felt mildly pleasant until her brain played a trick on her and replaced him with the memory of Fine's hands on her skin.

She had run away, holding back the tears until she got to her room.

"Where are you, Professor?"

Dawn was crying when she heard the knock on the door.

"Who is it?" she asked, sniffling, but opened the door before receiving an answer.

Milton Fine was standing in the badly lit hallway, beautifully tanned, with a two day beard and slightly out of breath. No sooner she opened the door he swept her in a fierce embrace.

"I missed you," she whispered.

"Missed you, too. Bloody dangerous opening the door like that."

"Oh, shut up and kiss me already."

"Yes, M'am."

* * *

Dawn made the phone call a few minutes before they left for the airport. She had considered simply showing up with Spike's long lost twin, but she didn't have the heart to put Buffy through this experience without any warning. It was going to be difficult for her sister anyway, but this was the least could she do to dampen the shock. 

Dawn went through the first part of the conversation on auto pilot. She gathered her courage, and plunged in.

"Buffy, is it OK if I bring someone home for Christmas?"

_"Of course it's OK. How much does he know about us?"_

"Umm, he knows stuff. More than what I told him, for sure. And he's not exactly what you'd expect from me..."

_"Okaaay, beginning to worry here. What do you mean?"_

"Well, for one thing he's somewhat older than me."

_"Dawn, is he a vampire?"_

"Funny, but no. He's not a hundred or anything. Just older. And..."

_"And? There's an 'and'?"_

"Umm... yes. A big 'and'. He... well, he looks a little like Spike," Dawn whispered the last words.

The silence at the other end of the phone told her that her fears had not been unfounded.

"Buffy?"

_"How little is 'a little'?" Buffy asked in a strained voice._

Dawn swallowed dryly.

"Not so little. More like a lot."

_"Is that why you're bringing him home? For me?"_

"No," Dawn said, wondering if her sister wasn't actually right.

_"I trust your judgment, Dawn. See you on Christmas Eve."_

"See you, Buffy."

She had to know. She had to give Fine the choice between herself and Buffy sooner rather than later. She was already head over heels in love, but she could feel that as time would pass, her feelings were going to grow deeper.

* * *

Dawn had been quiet on the plane, but once they got into the cab she felt downright numb. 

"Are you worried about how your family will react to me? The age thing?"

"Not really," Dawn said, digging her fingernails in her palms unwittingly.

"So it's the resemblance," he said, as if she had just confirmed his suspicion.

She didn't say anything. The truth was that she was worried. She was worried about Buffy's reaction, wondering if she was going to be in pain having to be in the same room with someone who looked so much like Spike. Buffy had never been very open about what she had truly felt about Spike. Then again, she had probably never been very honest to herself about what she had really felt.

She was also worried about everyone else's reaction to meeting Spike 2.0. She had some hopes that not all their friends, as few as were still alive, would be present.

And she was also worried about _his_ reaction. To the Slayer's world. And to the Slayer herself.

"Are you all right? Having second thoughts? I can go to a hotel."

"No. I'm just a little tired from the flight."

He took her hand, but she couldn't look at him. Not just yet.

"Dawn," he called softly, and he cupped her cheek, turning her face gently toward him. "You don't have to lie to me. Ever."

He pulled her head closer and kissed her. Dawn shielded herself from the tenderness of his touch refusing to let go of her anxiety, knowing that in only few minutes he could realize he had gotten involved with the wrong sister. If the man noticed her reluctance, he did not comment on it. She tried to relax looking out the window at the city she could probably never call home.

* * *

Dawn's heart thumped loudly in resonance with the knocks on the door. She fought the temptation to reach for his hand. She heard the sound of running feet and muffled voices before the door opened. 

"Dawn, you're here!" Buffy exclaimed and hugged her sister warmly. "Come on in!"

Dawn entered followed by a silent and luggage laden Milton Fine. She held her breath waiting for Buffy to turn her attention to him.

"Buffy, this is Milton Fine," Dawn said.

She had rehearsed the introduction in her head for the past couple of hours, and she had been unable to find anything appropriate to add to that. "He is my... professor? lover? friend?"

Dawn watched Buffy extend her hand without hesitation. She noticed recognition and pain in her sister's gaze as it swept over the man's features, even if she still had a smile on her lips.

"Very nice to meet you, Mr. Fine," Buffy said.

"Call me Milton, please," he said, shaking her hand. "Thank you for having me over for Christmas."

The silence threatened to become awkward when he spoke.

"Where can I take our bags?"

"Oh, yes, let me show you to your rooms."

Dawn watched them go upstairs together before she went into the living room. Xander was wearing an elf hat and he was putting the last touches on the Christmas tree. She hadn't realized how much she had missed him until the old love washed over her in warm, tender waves. For a second, she was back in Sunnydale, in those years that had never really existed for her.

She wondered how changed he would look once he turned around, how much gray hair was hidden under that funny little green hat. Even if he had changed, she still wanted to enjoy a few moments of his company before he met the new Spike. The interaction between Xander and Spike had rarely been of the easygoing kind.

"Guess who?" she asked, pulling the hat over his eyes.

"Dawnster!" he exclaimed, turned around and swept her into an enthusiastic embrace.

She giggled when he started twirling her around, making her dizzy. They were still spinning when Buffy and Fine came into the room. Xander set her unsteadily to her feet, and looked at the newcomer. His expression changed so quickly and dramatically that Dawn felt her stomach churning.

"Xander, this is Milton Fine, Dawn's friend. Milton, Xander Harris," Buffy made the introductions hurriedly.

The two men shook hands in an atmosphere suddenly bereft of all holiday cheer.

"Would you like some eggnog, or a coffee or something?" Buffy asked trying to unfreeze the atmosphere.

"Coffee would be great," Fine said.

"Coffee for me, too," Dawn whispered.

"Little girls drink warm milk," Xander informed her, with a disapproving glance at the older man.

"Xander, could you give me a hand, please?" Buffy asked, tugging at his elbow.

"Yeah, sure," Xander said, and followed her, but not before taking a long look at other man.

Their departure did not however dispel the tension in the room.

"You're very quiet," he said, in an unusually cool voice.

Dawn shrugged. There would be no talking of pink elephants for a while.

"I'm going upstairs to get changed," she told him, and left before he could say anything.

She had barely closed the door behind her when it was opened again.

"Did you ask for separate rooms?" Fine asked directly.

"No, but it's hardly surprising. I'm still the baby around here."

"You're grown up, Dawn."

"I know, but you know how it is. They're always going to see me like a little girl."

"Well, you're not a child anymore. You're a woman. You are my woman."

She felt the words ignite something inside her. It felt as if there had always been an invisible bond between them, only now it felt burning hot.

"Tell your sister we're going to sleep in the same room."

She liked the commanding tone in his voice. She could hope that he felt the connection between them just as strongly as her. But that did not make the conversation with Buffy any easier. She winced when she imagined Xander's reaction to this arrangement.

"I think she's disturbed enough to see how much you look like Spike. She might not be very happy with me asking her that."

"I just spent ten days without as much as seeing you. Is it really your sister the reason you think we should not sleep together? Or is it the boy?"

Dawn looked up at him in surprise. Was he jealous?

* * *

_To be continued..._


	11. Chapter 11

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

* * *

**Chapter 11**

**

* * *

**

He always lost contact with the ship when they were having sexual intercourse. At first, it had been only a mild annoyance. During their ten days separation, he had noticed the ongoing corruption of his programming. He had sent all the data he had to the mainframe of the Brain Interactive Construct. It had decided to allow the experiment to continue. "Milton Fine" had had no feelings about it. He understood the reasoning behind it. He appreciated the need to keep the corrupted version isolated from the mainframe. He did not worry. He could not worry.

All of a sudden, things changed. He had run to Dawn when he had no reason to change the timetable of their relationship. They had had intercourse, and the connection with the ship broke again. The difference was that it took several hours for it to be resumed. For the first time, "Milton Fine" took a stock of his life. For the first time, the hypothesis of being destroyed if the corruption of his system proved to be a danger to the ship bothered him. For the first time, he realized that he could cease to be.

He created a hidden subroutine that took care of all the existential aspects. When the connection was restored, he appeared unchanged. He made sure that all the disturbingly human aspects of his metamorphosis remained within the subroutine, and well away from the invasive presence of the mainframe.

He kept monitoring Dawn, and he saw clearly her anxiety about him meeting her family. She had obviously been correct to worry, because her sister's reaction to his appearance had been even more extreme than Dawn's first reaction had been. He deduced that Buffy Summer's relationship with Spike had been particularly deep.

The problem however occurred when he had followed Buffy upstairs. He felt Dawn's reactions at the sight of the young man. He had become quite adept at translating her physical reactions into feelings. And what she felt for her old friend was anxiety and affection. Affection of a level that surpassed what she felt for him.

The AI's warped responses at this stream of information were so intense that they threatened to burst out of the protected subroutine. If he wanted to keep it hidden from the mainframe, he had to something to create interference in the uplink. The only thing that had worked had been Dawn's close proximity.

"Tell your sister we're going to sleep in the same room," he commanded.

He read the instinctive response he was expecting. She wanted to be with him.

"I think she's disturbed enough to see how much you look like Spike. She might not be very happy with me asking her that."

Why was she trying to find reasons against it? He ran a quick analysis, and came up with a disturbing partial cause of her opposition, the young man. He had to force her hand.

"I just spent ten days without as much as seeing you. Is it really your sister the reason you think we should not sleep together? Or is it the boy?"

She looked surprised, then smiled.

"No. It's not _the boy_," she said.

Much to his surprise, the tension in her body had lessened during their conversation. She came toward him, wrapped her arms around his neck, and kissed him. He could feel the connection with the ship begin to dwindle.

"What are the odds of someone coming in if we have sex here and now?" he asked, and resumed the kiss as soon as he had whispered the words.

Dawn swirled her tongue around his before answering.

"Quite high," she said.

"I assume you'd rather avoid this," he said.

"Um-hum," she moaned her agreement into his mouth.

"Then maybe we should stop doing this," he suggested.

She whimpered and showed her displeasure by digging her nails almost painfully into his shoulder.

"New plan," he said breaking the kiss. "We're going to inform them that we have to do some traditional last minute Christmas shopping, and ask very politely to borrow your sister's car. OK?"

She saw the realization color her face red.

"In Buffy's car?" she asked.

He felt anxiety, anticipation and arousal as the thought unfolded in her mind.

"Any objections?" he asked.

She ran her fingers through his hair, and licked her lips unconsciously.

"Can't think of any. Just let me change my clothes and we're going," she said, without releasing him from the embrace.

"I'll be downstairs," he said, not moving away.

It took them several more kisses before they parted.

* * *

"Well, that could've gone better," he said as they were walking out of the house.

"Could've gone a lot worse, believe me," Dawn said.

He was well aware of that. He had placed a shard of kryptonite in Buffy's shirt and another one in Xander's sweater. He was listening to their conversation, while mentally scanning the city maps for an appropriate spot to park the car.

_"Can I complain now?" Xander was asking._

_"Please don't," Buffy answered._

_"Oh, come on. How can you be so calm? I don't know what bothers me more, that he's fucking middle aged or that he's the spitting image of Spike. Why aren't you going nuts?"_

_"What do you want from me? You want me to throw him out of the house? You think I should forbid Dawn to date him? 'cause I'm sure that will work like a charm."_

_"You could stake him," Xander said, halfheartedly. _

_"God, I wish Giles was here. I hate having to be the adult. Oh, and Xander, I want you to behave when they come back. We need to find out more about him. I'm calling Riley right now."_

_"What? Riley? Why?"_

_"Dawn said something along the lines of him knowing stuff about us."_

_"About who? About your Slayer gig?"_

_"Didn't get a chance to ask her much more. Hold on, it's ringing."_

The Kryptonian AI was glad to learn that. He had complete confidence in the past he had fabricated for himself as an agent of the State department. He stopped the car in the deserted alley three blocks from the Summers' house.

"Backseat?" Dawn asked, a slight note of hesitation in her voice.

"In a minute, luv," he answered, pulling up slowly the hem of her skirt.

"Don't do the accent," she said, shivering under his touch.

He leaned over to kiss her and slid his hand a little deeper between her thighs.

"You're so tense," he said.

"Never done this in a car," she said.

"Me neither," he told her.

"Oh, come on! I thought you were like James Bond."

"I'm nothing like that."

She snuck her hand beneath his shirt and began caressing him. The more she was touching him, the more he wanted to feel her. He could feel something akin to hunger pushing the limits of his secret subroutine. He had to shatter the connection with the ship completely as soon as possibly.

"Backseat sounds awful good," he said.

Dawn looked up at him, her eyes sparkling with desire.

"Yes, it does," she said.

He did his best not to use his super speed to get to her side. He opened the door for her and watched the long legs appear slowly out of the car. Her skirt had bunched up around her waist as she slid toward him. She was wearing stockings, and he caught a glimpse of her black lace panties before she stood up. For a moment, he had to fight the sudden impulse to push her back and take her in the uncomfortable front seats. Instead, he extended his hand and helped her out of the car.

Dawn draped herself around him in an intimate embrace. It wasn't bothering him that it was extremely cold outside, but she had to be freezing. She should have been freezing, but she was burning hot in his arms. He pushed her against the car and her legs wrapped around his waist, and the connection to the ship promptly disappeared.

"Fuck, Dawn, let's try to get in the car," he said hoarsely.

Humans didn't break as easily as one might assume, but he wasn't going to take any risks with her. He lifted her in his arms, making her squeak delighted. He wondered what she would feel if he flew with her. He opened the car door and placed her gently inside. He let the weight of his body press her deeper into the seat. Dawn moaned and held him even tighter. He managed to slip an arm between them and started to rub her on top of the panties. The lace was already wet and she was making sweet, throaty noises.

"I want you so bad," she whispered.

* * *

...

* * *

"Oh, God, I love you so much," Dawn whispered between moans. 

He felt the heartbeat, the flow of blood, the rippling of muscles. He felt human. For several long, bewildering moments, he felt human. Reality seeped back in, and he began to distinguish her life signs. It had been her heart beating fast, her blood pouring through her veins, her muscles tightening, her breathing coming out in gasps. He was beginning to lose himself in her. He had to take back the Kryptonite from her system. He had to. Later.

"I'm only alive when I'm inside you," he murmured.

He made the effort to wait for the first indications of her coming orgasm before he let go.

* * *

He was still lying on top of her when he heard the approaching creatures. From the sound, they weren't regular humans. He zipped up his pants and got out of the car.

"Stay in the car," he told Dawn before getting out.

They hadn't sounded human, and they did not look human. More importantly, judging by the collection of axes and swords they were carrying, they were not coming in peace. He went through his "magical creatures" database and identified the three demons. The advised method of disposing of them was the old and reliable 'slice and dice'. He ran toward the first one, wrung his neck, and then sliced it with his modified index.

The second, and now the wiser demon, let the sword fall to the ground and put his hands up.

"We just want the Slayer," the demon said.

We? He looked back at the car and saw a third demon opening the car door. He cut off the head of the demon standing in front of him with a single sway of his arm turned into a sharp blade, and ran back as fast as he could. He didn't even consider not using his super speed.

The last demon was trying to pull Dawn out of the car. Milton Fine elongated all the fingers of his right hand, and the five spikes pierced the creature in the forehead, mouth, neck, shoulder and chest. It died instantly.

Dawn looked at his 'hand', then at the dead demon, then back at his hand. He watched her while he changed the hand back into its human shape.

"Not an alien hunter, I take it," she said, coming toward him.

"No," he said.

"But... an alien?" she asked softly.

"Yes."

"Would I be unduly optimistic if I thought that's the last secret you were keeping from me?"

He looked at her, trying to decipher whether she was just pretending to be calm, because she was afraid of him. Oddly enough, she didn't seem afraid. And she didn't seem completely relaxed.

"There are several things you should probably know about me. The most important of them is that I'm not alone on Earth. And I'm usually under surveillance. For some reason I can't explain yet, when we have sex, the surveillance stops for a short period. So, for your safety, please pretend that nothing has changed. If they find out that you know..."

"Oh."

"We'll talk later. I promise."

"OK," she agreed. "We'd better get out of here."

* * *

_To be continued..._


	12. Chapter 12

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

Unbeta'd. Please be lenient.

* * *

**Chapter 12**

**

* * *

**

"We'd better get out of here," Dawn said.

She got out of the backseat, straightened her clothes and walked to the passenger seat. She stopped before getting in when she noticed he hadn't moved.

"This changes everything, doesn't it?" he asked.

"It certainly changes things," she said.

He seemed so lost. He was looking at her like... Dawn tried to push away the memory. He looked like Spike waiting outside their house with a squashed box of chocolates under his arm. He looked like Spike, rejected by Buffy. Spike, rebuffed.

"Doesn't have to change everything," she said.

He was only two steps away, and Dawn was no longer able to bear the distance. She went to him, took his hands in hers and stood on her tiptoes to kiss him. He kissed her back with unusual shyness. At first, Dawn enjoyed the change, but she realized he was feeling insecure. She was not yet entirely sure what to make of the recent revelations, but her feelings for him had not evaporated all of a sudden. He was probably worried that she was afraid of him, or disgusted, or she simply didn't like him anymore. He may have been worried about it all along.

She had to put a stop to this. She wanted him confident again. She dared to sneak her tongue into his mouth and explore it as boldly and thoroughly as he used to do to her. She felt the strong lust ignite inside her as soon as he began sucking her tongue. His hands broke free of her gentle grip and they were instantly entangled in her disheveled hair. She put her arms around his neck and forgot about everything else. When he lifted her in his arms and propped her against the car it was as if he had read her mind.

"Dawn?"

She barely heard the whisper through the roaring of her blood. Did he really have a problem about doing it like this? It surely wasn't a question of not enjoying the position. It had been the first they had ever tried. And it had been quite a success.

"Yes. Here and now," she answered his implied question.

He entered her in one, smooth, uninterrupted thrust. He set a fast, steady pace of entering and retreating, but Dawn could feel him trying to hold back. She was, however, unable to make any comment because he had instinctively synchronized his movements to a basic pleasurable rhythm of which she hadn't even been aware.

It did not surprise her in the least when the orgasm was prompt, explosive and simultaneous.

"How are you doing this to me?" he asked, resting his forehead in the crook of her neck.

Dawn smiled trying to steady her shaky legs.

"It's magic," she said.

He raised his head and looked at her with a slightly puzzled expression. When he looked at the corpses of the demons she thought she understood his confusion.

"Don't worry. It's one of the instinctual reactions to death. Faith always said she was horny after slaying."

"I should take care of the bodies," he said.

"Take care how?" she asked.

"How do you guys usually do it?"

"Vamps turn to dust. I don't really know what Buffy does about demons."

He seemed to have something on his mind. Dawn took his hand, and waited patiently.

He was an alien. She shouldn't be surprised this was happening to her. The way her life seemed to be going, meeting and falling in love with an alien wasn't the shocking and uniquely unusual event it would have been in anyone else's life. She had lived among demons and vampires ever since she had been given human form.

Dawn wondered if she should let him know about her former... shape - she had always wondered if energy could be said to have a shape. She should probably tell him, but when? That was not the sort of thing she wanted broadcasted through Enterprise's PA system.

"Did you take that CD on which you saved your term paper?"

"What?" she asked, bewildered by his unexpected question. "Yes, it's in my bag."

"Could you give it to me, please? I'm going to write you all you need to know. Just make sure you read it when I'm not around. And preferably on a computer that's not connected to any network."

She handed him the CD wondering how did he intend to write the information on it. Her jaw dropped when the laser rays came out of his eyes and burned the CD he held gingerly in his hand. It was still warm when Dawn put it back in its case.

"We should tell Buffy," she said.

"You're putting her in danger by telling her. They're not nice, 'we come in peace' kind of aliens," he interrupted her.

"About the demons," Dawn finished the sentence. "They said they were looking for her. She will probably be grateful that you saved my life. In a very earthly, military way," she reassured him.

"Do you think she might be grateful enough to be OK with us sleeping together?"

"I can't imagine a circumstance in which she'd be OK with that."

He looked so despondent that Dawn's heart melted. He had never seemed more human than at that moment. She kissed him again.

"I was never going to tell you," he said without looking at her. "You weren't supposed to... I don't know. You weren't supposed to happen, I guess."

Dawn smiled. She wasn't supposed to exist at all.

"We'll talk about this later. I mean next time we... you know."

She blushed. She was thinking about having sex with him. She only had his word about being under surveillance an about the connection breaking during and after sex. If that was a lie to get her to have sex with him... that would be damn pathetic of him. But she tended to believe him. It wasn't as though she had played hard to get so he would need the subterfuge. She had been quite eager to jump his bones.

* * *

"Welcome back, agent Fine," Xander said, as soon as they opened the door. "Dawnie, did you know that your 'boyfriend' here works for the military?" 

"For the State department," Dawn corrected him.

"You knew? And you brought him here? Buffy, say something!" he called exasperated.

"This is you playing cool, is it?" Buffy asked.

"We were attacked by some demons," Dawn said.

"Oh, my God, are you all right?" Buffy asked rushing toward Dawn.

"Yes. 'Agent Fine' here dealt with them."

"They said they were looking for the Slayer. We were in your car when they appeared," Fine said.

"How did they look?" Buffy asked him.

"They were..." Dawn began.

"Two Fyaral and a Kungai," Fine interrupted. "I read a lot," he explained when they all looked at him surprised.

"You read our files, too, agent Fine?" Xander asked.

"Yes, I did."

"Are you here to check on us?"

'No. He's here to fuck me senseless!' Dawn almost said aloud.

"Where were you when they attacked?" Buffy asked trying to divert from an incipient argument.

"In the alley behind the Paramount Theater," Fine answered before Dawn could say anything.

"What were you doing in the alley..."

Xander stopped with a horrified expression.

"I gotta get changed," Dawn said.

She hurried upstairs hoping that her lover had the diplomatic abilities to defuse Xander's righteous brotherly outrage. Buffy followed her and as soon as they were alone she made clear her disappointment.

"In my car? Dawnie..."

"We were just kissing," Dawn lied blushing.

"He is rather older than you..." Buffy began.

"You do know you're probably the last person who should lecture against age difference, don't you?"

"I know," Buffy said and sat on the edge of the bed.

"You're not saying anything about the resemblance..." Dawn said, sitting next to her sister.

"What does he know about us? What did you tell him?"

"Not much. It all started because he looks so damn much like... I told him about Spike. He probably looked through the Initiative files. I thought it would be better if you met him sooner rather than later."

"You seem very serious about him," Buffy said.

"It's starting to feel that way. I guess I'm a little surprised he didn't back down from this meeting my family thing."

"Do you know what security level he has?" Buffy asked in a tone which implied she had the answer.

"No. What did Riley say? I figured you were going to call him as soon as we left," Dawn answered Buffy's raised eyebrow.

"Very considerate of you to leave so that I can call him," Buffy said.

"You know that's not why we left," Dawn said with a shrug. "What did he say?"

"He found an apparently spotless file on Mr. Milton Fine. With the intriguing exception of a very high level of classified missions during the past two years."

"What kind of missions?" Dawn asked.

"The classification level was above Riley's security clearing. And you know what Riley does for a living. He's a dangerous man, Dawn."

"Again, Buffy, you're really not in the position of lecturing me about dating harmless men."

"I don't want you to repeat my mistakes."

"Spike was not a mistake. If you'd given him a decent chance..."

Buffy stood up suddenly.

"I have to take care of dinner," she said and left before Dawn could add any more.

* * *

"I need to check my e-mail. May I use your wireless connection?" 

Buffy nodded and Dawn watched him plug in his laptop.

"They really know everything!" Fine exclaimed after reading the message.

Dawn startled. Was he 'coming out'?

"They? I knew it! The government!" Xander exclaimed.

"I'm temporarily stationed here. They say that I should gather some more data about the Hostiles residing in Cleveland."

Dawn sighed. He was trying to warn them to be tightlipped around him. She wondered if his resemblance to Spike would make them lower their guard despite this warning.

"Did you report where you were spending Christmas?" Buffy asked.

"Yes. It's protocol."

"I bet my name instantly popped out of the database of the late and unlamented Initiative."

"I'm sorry," he said solemnly.

Dawn felt the tightness in her heart again. What if he would fall in love with Buffy? Everyone seemed to.

* * *

_To be continued..._


	13. Chapter 13, part 1

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

* * *

Just needed everybody to know that I have not forgot about this story. I'm posting a short chapter, half of what I wanted it to be. I couldn't write more, although I know what is going to happen next. It's probably because the ending is in sight, and I don't want it to end.

* * *

**Chapter 13**

**part 1 **

**

* * *

**

The connection resumed without warning. The previous hour worth of data were exchanged almost instantaneously between the mainframe and its prodigal extension.

"Milton Fine" had altered his memories as little as possible. Just enough to keep secret Dawn's awareness of his nature. He sent back the intense sensations he had experienced during their sexual contact. He used it as a reason to extract the Kryptonite from Dawn's body. He had programmed the shard to separate in its submolecular sized nanobots, reintegrated them back into himself through the saliva exchanged during their kiss, and erased carefully any information that might betray Dawn's dangerous knowledge.

He had decided not to tell Dawn anything more than the absolute minimum. He had become too adept at reading her, which meant that the Brain Interactive Construct would be able to perceive the slightest signs of deception from her. The stratagem of giving her the data on the CD was meant to give her time to adjust her behavior by learning more about him in his and his "Big Brother's" absence.

The information he received from the mainframe was extremely interesting. In the hour the contact had been broken the ship had made a detailed analysis of his situation. It did not appear to have discovered the secret subroutine, but he could not be sure. After all, if he was able to lie, the mainframe probably could, too. What was particularly interesting in the received data - he did not find the progress of the virus hunt interesting in the least - was the conclusion of the analysis. The mainframe had discovered that Dawn emitted a powerful outerdimensional signature. One that was considerably more complex than that of any other subject the BrainIaC had tested.

In the past hour the ship had scanned approximately two thirds of the planet. Milton Fine resolved to scan Dawn and her family himself. The data received from the mainframe showed Dawn's energy signature to have a level of complexity unparalleled on Earth. But the ship had gathered the data by adapting the scanners he had developed in Sunnydale for orbital use. He needed a more accurate reading.

He was not in the least surprised that Dawn presented some kind of outerdimensional traces in her energy signature. She had grown up on the rift between two or more dimensions. He had no way of knowing what effect living in the bleed-through zone might have on a growing human being.

There was however a more terrifying alternative hypothesis. He was familiar with the mythical and literary descriptions of the types of interaction between humans and 'demons'. The most common example was the humans being turned into vampires. Something like that could have happened to Dawn despite, or, judging by the recent events, because her sister was a Slayer.

Scanning her might not be enough. He had to talk to her. The mainframe agreed that the more they knew about Dawn's energy signature, the better chance they had of cleaning up the corrupted systems of its humanoid incarnation. "Milton Fine" feigned to be relieved to learn this.

* * *

He dreaded the moment when she would come out of her room. He was sure that she had used the time to read the content of the CD on Buffy's computer. He had confessed her everything, except, for reasons he could not fully understand, his true nature. Humans might be able to love someone even if they're from another planet, according to Kal-El, but it was too much to hope that they could love a soulless machine. 

If he had learned anything from the son of Jor-El was that the more important the secret, the more the family stuck together to protect it. He had just warned Dawn to keep his origin secret from her sister, the person whom she trusted more than anyone else on Earth. He had told her that "the others" were able to monitor both Buffy, and Xander. He was trying to separate her from the people closest to her. He wondered if he was doing it so that she would have no one else but him. The scheme had not worked on Kal-El. At least this time, he was, for the most part, sincerely trying to protect her. For her, he had betrayed his very substance, Kryptonite of his Kryptonite, sort of speak. Would she isolate herself from her sister for him?

_"The sun sets, and she appears,"_ he thought when Dawn walked down the stairs. She looked thoughtful, even sad. Her melancholy affected him deeply as he knew himself to be its cause. He kept still in the shadow of the hallway and watched her descend unknowingly toward him. He refrained from breathing in order to keep her ignorant of his presence a little longer. When she finally noticed him, her reaction was as intense as it was surprising. Her eyes and her face lit up at the sight of him. He observed her with unlimited curiosity. Humans were not as proficient at hiding their reactions as they thought themselves to be. The girl was genuinely happy to see him.

"I missed you," she said, cradled snugly in his arms.

"You were gone for only five minutes," he said, affecting reason while he was on the verge of betraying his duplicity to the mainframe.

"It felt longer. You know, we didn't actually get to the Mall to get presents," she said.

"I doubt that your sister is going to lend us the car again," he answered her veiled suggestion.

Dawn pouted, and held him tighter. He created for her the illusions of a heart beating in his chest. Her cheek was pressed against his neck, and he simulated blood flowing through imaginary arteries.

"She'll be going on patrol soon. We could go upstairs for a while," Dawn whispered.

He kissed her, and did not stop until he heard Xander's footsteps.

* * *

_To be contined..._


	14. Chapter 13, part 2

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

The chapter is more a gathering of scenes. Don't seem to be able to focus. It's not bad, I wouldn't post it if I thought it was really bad, but it's not as good as I wished it was.

* * *

**Chapter 13, part 2**

**

* * *

**

_Dawn pouted, and held him tighter. He created for her the illusions of a heart beating in his chest. Her cheek was pressed against his neck, and he simulated blood flowing through imaginary arteries. _

_"She'll be going on patrol soon. We could go upstairs for a while," Dawn whispered._

_He kissed her, and did not stop until he heard Xander's footsteps._

"Sometimes, I wish I was completely blind," Xander said, averting his gaze from the couple that had separated abruptly and guiltily.

"Don't be like that," Dawn said reproachfully.

"How do you expect me to behave? He's twice your age. He's your teacher. He's taking advantage of you."

Dawn put her hand on Fine's arm as a signal not to react in any way.

"Xander, your opinion means more to me than my own father's ever has. I know this bothers you, but please try to put aside your prejudices, and accept my choice."

"In other words, I should be a grow up about it," Xander said.

"I know it's asking a lot," she said, with a smile.

"Very funny," Xander said, his voice displaying no signs of amusement. "I'll try."

The young man walked away, and the Kryptonian A.I. downgraded his threat status. Dawn had neutralized a potentially dangerous situation, thus unknowingly saving her friend's life. He put his arm around her shoulders and was rewarded with her instinctive acceptance. She leaned into him and he could feel the tension in her body slowly dispersing. He kissed her temple softly.

"What was that for?" she asked.

"I was thinking that the phrase 'wise beyond your years' suits you perfectly."

"Don't be mad at Xander. It's more than brotherly concern. Not only you're... well... not the kind of boyfriend he considers appropriate for me, you also look so much like... and there's a lot of history there."

He nodded. He had sensed young Xander's attraction to Buffy, and assumed that he had not approved of her relationship with Spike.

"Are you OK with my staying in Cleveland?" he asked.

"Sure. Why not?"

"I gather that your sister and Spike had a very serious thing going."

Dawn huffed.

"Not according to her. But yeah, I guess they did. I'm not the jealous type, if that's what you meant. Just don't give me reasons to become."

He kissed her lips tenderly.

"Never," he vowed.

* * *

_After the winter holiday_

The days since Dawn's return to Metropolis seemed to crawl. Time was relative, but this was getting ridiculous. She had promised to visit him every weekend. He had made sure she had money for the plane, and felt like a dirty old man doing that, despite the fact that he was technically about a year old. Or a few thousand years, if he counted the period of his journey from Krypton. Either way, he was not a good match for a beautiful, almost completely normal twenty year old Earth girl.

He tried to fill his time joining Buffy on patrols, and following up on whatever creatures they encountered. This was time consuming indeed, but thoroughly boring. Everything felt boring in Dawn's absence. He felt something like withdrawal being deprived of the energy she emanated when they were together. And he yearned for the moments when he broke free of his cybernetic chains.

He was walking along the blond girl through the cemetery. He had been doing that ever night since Dawn had left. Sometimes he could see a resemblance to Dawn. The sisters were quite different, but even so, there was a family air that made him feel Dawn's absence more acutely every time he noticed it.

He looked at her when the silence had grown too long. She had been watching him, and he was surprised to see the hurt in her eyes. Hurt and longing. He guessed that, had he been human, he would've felt the same if he ever lost Dawn. He did not want to think about that.

"I could grow a beard," Fine said guessing the reason behind Buffy's silent pain.

She smiled sadly.

"Wouldn't help. Thanks for offering."

"You must have loved him."

She remained quiet. Dawn had written in her diary that Buffy never talked about her feelings for Spike. Should he press the point?

"My job doesn't allow me many illusions about her human nature. I find love both interesting, and extremely varied in depth and even type."

The vampire's attack put an end to the conversation.

* * *

_Dawn's first weekend visit _

"We... can... talk... now," he informed her, thrusting in her rhythmically.

Dawn giggled and moaned at the same time.

"Right now? Don't think I can."

He smiled. He hadn't been with her for five days. He wanted to talk to her without the watchful eye of the ship, but at the same time, he wanted to make her happy. He could not feel pleasure, but he experienced something very much like satisfaction and completion when she was lost on the peaks of orgasm, even if he could never join her there. Bringing Dawn the ultimate pleasure made her radiate energy on levels no other human could. That still wasn't pleasure for him, but it gave him a sense of belonging. Similar, but at the same time quite different than his communion with the ship. The difference between being Borg, and being the Yang to her Yin. Harmony, not uniformity.

The BrainIaC monitored her readings from its orbital spy, then compared it with the readings taken by its unfaithful human extension once the connection resumed. Fine enjoyed the pretext. If that hadn't been the situation, the logical step in gathering data would've been to seduce the other sister. Not at all difficult. It would probably have been even easier than it had been with Dawn. Buffy had loved the vampire.

He did not approve of the suggestion to invite another human incarnation, as his twin brother. He reasoned in consensus with the mainframe that the coincidence of him looking like Spike was already suspicious enough. To present a second copy would do more harm than good. And to try to get to her under another shape would not have the advantage of the girl's previous love. He could probably seduce her starting from nothing, but that would take time. Time spent away from the Dawn project. And they could neither risk the contamination of another exemplary, nor spare one from the virus/Lex Luthor project.

Beyond the reasoning, he realized he was uncomfortable with the idea of brining another Milton Fine unit into Dawn's life. Would she be able to tell them apart? Would she give herself to the other one without even noticing the difference?

* * *

_Another weekend visit_

"We seem pretty compatible. Physically," Dawn said slowly, her head resting on his chest.

"Why, thank you," he said.

"I was just wondering... how safe is what we're doing?"

"You mean, diseases?"

"That and umm... pregnancy..." she said.

"I don't think you have to worry about that. It is quite impossible."

No. There was no risk of pregnancy. Should he tell her now? Should he tell her what he was? The thought of diseases came to the front. As far as he knew, he could not infect her in any way. Not accidentally. Could the mainframe do something to her without his knowledge? Why not? He was able to think independently and apparently conceal this from the ship.

_Brutus and Caesar. Jesus and Judas. They all started out as best friends. What happened? Well, if history teaches us one thing, it's that even the most powerful men can be betrayed by those they trust the most. The reason betrayal is such a predominant theme throughout history is really quite simple. Duplicity is human nature. _He had never imagined he would come to live like that himself when he had said that during one of his lectures in Metropolis.

Metropolis... He had been trying not to think about it. Dawn was living in Metropolis and if the plan went horribly wrong, if there was an accident in the Luthor laboratories and the viruses were released... She was in danger. He had to get her out of Metropolis. He wished he could take her away, somewhere safe. The thought he kept pushing away broke through his firewall. There was no place on Earth safe for Dawn. She was too interesting to be left alone. Or alive. And once Zod arrived, Earth would not be safe for any humans. Could he prevent that? He had bent his programming, but could he break it completely? He had been designed to release Zod.

He looked at the beautiful, innocent woman who was looking up at him smiling. He felt the strange energy envelop him. He imagined her beautiful body dissected and analyzed by the others. Or worse, by the cleansed version of himself. No. He could not accept that. He had to find a way to save her.

* * *

_To be continued..._


	15. Chapter 14

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville". The sci fi show Dawn thinks of is Stargate SG1.

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

Thank you for looking over this chapter, Rachael!

* * *

**Chapter 14**

**

* * *

**

_"I don't think you have to worry about that. It is quite impossible."_

His words kept ringing in her ears all the way back to Metropolis. Dawn had not given motherhood much thought, but his calm and definitive statement that it was impossible was causing her pain. She was too young to think about having children – hell, she was technically seven years old if she counted in 'monk years' – but then again, her unusual life made age seem a very unreliable standard on which to base her decisions.

She could always pop out of existence like a soap bubble, just as she had appeared. A child would be a mark on this world. A sign that she had existed. And a child with him would be a testament of their love.

Impossible. He had said it was impossible. Not just on short term. Impossible meant never.

She reached for the phone. She already missed him. She dialed.

"Hi. Did you get home OK?" he asked.

"Yes. I miss you."

"Miss you, too, luv."

"Don't do the accent," she said without conviction. It didn't really bother her. She rarely saw Spike in him anymore.

"Come back," he said.

"I can't. You could come to Metropolis," she said.

"Can't show my face around there," he said.

She was about to suggest that he could wear somebody else's face, but she remembered in time that the others were always listening. A civilization capable of space travel had to have a level of technology far superior to Earth's. She believed him when he said they could hear and see everything. She hadn't even written in her diary about him being an alien.

"I'll be there on Friday evening again," she said instead.

"It seems longer each week."

"For me, too. Make sure you're free during my spring break. I want you all to myself."

She heard the low growl at the other end of the line. It went through her like a lightening strike.

"I'm all yours," he said.

His voice sounded husky. Could he be turned on just by her words? She had a lot of fantasies she wanted to play out with him during the spring break sex marathon, but could he imagine that from her short sentence.

Impossible. The thought came back again. It was impossible for them to have children. Could she even have children? The monks had apparently created her completely, perfectly, ordinarily human. No. She couldn't even be sure of that. She was, after all, Buffy's warped clone. Buffy's lesser copy.

She had to tell him about her key-ness. But how? Hey, he had broken the news to her that he was an alien long after they had met and had sex. After she had fallen in love with him. Yes, he could take the news. The real problem was when she could tell him. The other aliens did not seem friendly. She had sensed he was afraid of them. She could guess that he was afraid for her, not for himself.

Her mind drifted back to the spring break. Maybe they would have so much sex that the damn surveillance would be jammed for long enough for them to talk.

Dawn's hand slid between her legs. She was still a little sore from the weekend's wild sex, but only the thought of having a week to melt under his touches made her hot again. She imagined his fingers exploring her wetness. Missing him made her ache. She sped up the tempo and climaxed. It was a rather unsatisfying orgasm. She wished to be nestled in his arms, and vibrate gently against his body.

* * *

_The next day_

Dawn walked out of the building, shielding her eyes from the bright sunlight. It was still Monday. The lecture had been so long and boring that days seemed to have gone past. She felt the edges of her cell phone through her bag. No. She was not going to call him. She missed him terribly, but a phone call was not going to make Friday come any sooner.

Her next class started in half an hour. She was walking distractedly to building where her seminar on Renaissance painting was held. She caught a glimpse of him through the throng of students. Her heart leaped and she hurried toward him. She put a hand on his shoulder, smiling and blushing.

"Hey," she said and stood on her tiptoes to kiss him when the man turned his face toward her.

Dawn drew back startled and embarrassed. It wasn't him. She had just accosted a perfect stranger. He put his hand on hers, removing it from his shoulder. The metallic wristband of his watch scratched her as he did so.

"I'm s-sorry," she stuttered. "I thought you were someone else."

She walked away hurriedly, her face red hot. She was in love. She really was in love if she saw him even when he wasn't there.

But she had been so sure it was him...

* * *

_Spring break_

Dawn felt boneless. How did he manage to get her out of her skin like that?

He gave her the assurance that they were completely alone. She drew in a deep breath. Let it out. Inhaled again. She couldn't bring herself to tell him, and the clock was ticking. She had assumed that something in her nature, her real nature, was interfering with the surveillance devices. Apparently, it only worked when she was transported beyond the limits of her physical form through the pleasure he was causing.

"I have to tell you something," she blurted.

"Anything," he said, twirling a long ringlet of hair around his finger.

"You know how you're not really human..." she began awkwardly. "Well, I'm... I don't know what I really am. I was given human form by a order of monks who were supposed to keep me hidden from someone who wanted to use me for her own purposes thus destroying this world."

"What are you talking about? I don't understand."

"It's complicated. I never got the full story myself. A few years ago I found out that I'm some sort of key that opens portals between dimensions. The Key was supposed to be protected by a order of monks, but when they felt they couldn't do the job anymore because a bitch-goddess from hell wanted to get her hands on me, they gave me a human form – this human form – created from Buffy's blood, so she'd feel bond to me and protect me. It worked..."

"You're not human?" he asked incredulously.

"Not originally. I'm completely human now."

"How much do you remember from before you became human?"

"Nothing," she said shrugging.

"So you don't know what shape you were?"

Dawn looked at him dubiously. She didn't really expect him to be shocked or disgusted, but something was off.

"I understand I was a greenish energy blob. Why? Does it matter to you?"

He looked at her for a while. He had such a serious expression that Dawn started to fear that she had been too optimistic about his reaction.

"You shouldn't have told me," he said quietly.

"What!" she exploded. "You bastard!" she screamed and bolted out of bed.

Her eyes welled up with tears. She grabbed her clothes, shoes and purse and lunged for the door. She had her hand on the doorknob when she felt his arm around her waist. Just his arm. He hadn't moved from the bed. He picked her up and brought her back to bed.

"What do you think you are? Mr. Fantastic?" she said angrily.

"Dawn, sweetie, baby, love, you misunderstood me."

"Misunderstood? You just said that..."

"You shouldn't have told me," he completed her sentence.

She tried to break free from his grip, but both his arms were wrapped unbearably tight around her. He rained kisses on her face. She shook her head wildly trying to escape the tender onslaught. His lips touched her cheeks, her eyes, her lips, her nose, her chin, anything he could reach. She felt the tears sliding on her cheeks despite her efforts to hold them back. When she struggled harder to get away, he pushed her into the mattress, immobilizing her with the weight of his body. He pinned her head to the bed by putting his forearms on her hair. He leaned to kiss her and when she tried to move her head aside to avoid him the sharp pain renewed her tears. She resigned herself to inactivity. He latched his mouth to hers and did not break the kiss until she became a willing, even eager participant.

"Feeling better now?" he asked while Dawn panted for air.

She grimaced and renewed her efforts to get away. She ignored the pain of her hair being pulled out of its roots.

"Hear me out. Please."

Dawn tried to relax. He wasn't leaving her much choice anyway.

"You shouldn't have told me, because if I know, the others know, too. It's not just surveillance. I am a part of them. I haven't been completely honest with you when I let you believe I'm an alien. I was created by an alien race. I am a form of artificial intelligence. I'm part of a... supercomputer, would be the nearest human term."

She was speechless. He was a what? Supercomputer? Like... a machine? Then again, what did that change? A machine didn't have any feelings. But that was an Earth conception. He was so human... maybe he... Her head was spinning with questions.

"Artificial intelligence," she repeated. "You must be very advanced."

"Yes."

"I have so many questions..." she said, looking at him intently, trying to see if there was anything she had missed before, any signs that he wasn't a real boy.

"Let me answer some of them. I got close to you because I saw in your clipboard a picture of Spike. My human appearance was based on a daguerreotype of William Pratt. The coincidence was striking. Then I went further in our relationship as an experiment in human nature."

Dawn felt his words like stabs through her heart. He went on.

"This relationship was never supposed to happen. But there was always more to learn from you. Sunnydale and hell, which turned out to be a closed portal to another dimension. Then I found out that the demons, as you call them, have energy signatures that can be traced to the dimension they originate from, and than there was you. Your energy signature is so complex... but of course, now I understand why."

"So that's why you hung around..." she said.

"No. Those were the reasons I was allowed to stay. I stayed because I did not want to leave you. I do not understand how, but the contact with you changed me. It gave me a separate identity. I was one with the Brain Interactive Construct, but after we made love, I was left alone. At first, it had been only for a few minutes, then longer and longer. And I... evolved. I have an IQ the size of a planet and I can't make you understand what you've done for me. You gave me self awareness."

Dawn was trying to understand. She knew very little about artificial intelligence, and she was sure that not even the smartest people on Earth who were on the cutting edge of AI research could not fully understand him.

"The problem is that what you told me puts you in danger. You've always been in danger since we met, but if you're the Key, there is no way it will let you go. And your energy signature is so unique, you can be traced anywhere through the satellite. I have no way to protect you."

"If I'm the Key? You know about the Key?"

"There's no data about it. Only an old story. Thousands of years ago, that's millions of years ago for Earth, a scientist was able to discover a way to blur the edges between dimensions, to create portals through them. I don't know any more than this. There were no documents left, no remains of his experiments. It's not even known what happened to the scientist."

"And you think that's me?"

"The Key was described as rippling green energy. It's... you're priceless. They will never leave you alone. Once Zod gets here... I cannot win against the mainframe."

He sounded so despondent that Dawn's fear was turning to terror.

"We don't have to do anything about it right now, do we? I mean, they didn't hear this conversation," she said, her voice trembling with barely contained fear.

"No. We're safe from now."

His voice was not reassuring. Dawn wondered if he was acting worried. She remembered a discussion on some science fiction show about what constitutes sentient life form: consciousness, self awareness, the ability to think independently, and fear of death.

They made love all through the day. Wordlessly. Trying to keep away the dark future.

* * *

_To be continued..._


	16. Chapter 15

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Beta: **Rachael

This chapter is censored in an attempt to meet this site's rating guidelines. The full version is on my livejournal community, archive2. If you are over 17, you can follow the link in my profile and read the whole chapter.

Please review here or comment on the LiveJournal.

* * *

**Chapter 15**

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"Dawn," he whispered gently. 

"Mmm," she replied, purring, eyes still closed, chest resting on his chest.

He had dropped some of the pretenses of humanity since he had told her the whole truth. To think that it had been only a few hours ago... But for him, the hours of freedom were causing great evolutionary leaps. He did wonder if she found odd his lack of breathing and heartbeat. He wondered, not for the first time, how close had she really been with the vampire formerly known as William Pratt. Was he experiencing jealousy? Unthinkable. Besides, it would've been like Bruce Wayne being jealous on account of Batman.

"We should try something," he said.

"You are going to wear me out," she said, and he could sense the excitement underneath the fake complaining tone. "I didn't even know I could bend that way," she said, rolling on her belly and looking at him with sparkling eyes. "Just give me five more minutes and I'm all yours."

All his. Would she ever stop surprising him? She accepted him. Soulless and lifeless as he was. Vampire. The term popped in his mind again. That vampire. What had he really meant to her? It did not matter. There were no ghosts between them. And no more hidden truths.

"While I am immensely pleased to hear that, it was not what I had in mind."

"Oh?"

The soft disappointment in her tone could've melted a man's heart.

"I was thinking that we should find a way to jam the communication with the ship. Another way," he clarified when he saw her impish grin.

"You're right. We might not always have access to a bed when we need to talk."

He caressed her hair. His little girl was so smart. She was, after all, of Kryptonian make, just like him. He smiled at the thought.

"We should get dressed and go out to eat."

Dawn crawled further up in bed and gave him a kiss on the corner of his mouth raised by the smile. She trailed her fingers along his arm, kissed his shoulder, and grazed his skin with her teeth. He knew that she wanted to focus on the present, so that she wouldn't have to think about the hopelessness of their predicament.

"When exactly does the communication break? When I come? Or when you?" she asked, and left the bed.

He watched her pull a stocking slowly up, on her beautiful, smooth, long leg. He waited mesmerized for her to repeat the operation on the other leg. His all too masculine software made his dick twitch when she got up wearing nothing but the black stockings.

"It's not always the same," he said, following her around with his gaze, as she retrieved the pieces of clothing that had flown all around the room the previous evening. "Sometimes when we're only kissing it breaks for a few seconds. That's why we should experiment some more."

"All right then. Are you going to get out of bed anytime soon?" she asked, zipping up her skirt.

He made a show of it and used his super speed. He was dressed and crushing her to his chest before she had finished the last word.

"You forgot these," he said, dangling her panties from one finger.

Dawn startled at his sudden appearance, but she regained her composure instantly.

"No, I didn't," she replied.

His damn software was making him a slave to this girl. Knowing that Dawn was going to walk out the door without any underwear made him just a little bit harder.

* * *

"Dawn?" he tried to get her attention with the hoarse whisper. 

She did not answer. She was kissing his neck, alternating the kisses with licks and nibbles. Her breath was scorching him. How did humans deal with this?

"Dawnie," he tried again. "We haven't even made it to the restaurant."

"Whatever you have against parking lots I'll never understand," she said, raising her head for an instant.

He pushed his body into hers, pressing his hardness against her belly.

"I see you are up for a spot of sex in a public place," she commented.

He stopped fighting it. He put his hands on her hips and pulled her into him. She trembled in his arms and held him tighter.

Before he went any further, he measured her pheromone level. It had shot through the roof in a matter of seconds. He slid a hand under her skirt and found her as wet and hot as he had expected. She moaned when his fingers dipped into her soft flesh. The connection with the ship broke abruptly.

"It worked. The connection is off," he told her.

Dawn looked at him with unadulterated lust.

"Great. And why did you stop?" she asked.

"Because we were supposed to be trying to find ways to break the connection without doing this," he said, surprised that his software was able to reply to any other command than 'fuck her'.

"We can do that later," she said. "I want you."

The girl was rubbing herself against him. It should've been easy to talk her out of this course of action, but he was unable to refuse her. He thought about the interactions between them. If she wanted something, he had always done it. Her influence on him was even more complex than he had first surmised. He could never say no to her. He was aware that they shouldn't have sex in a parking lot, that they could get caught, that they needed to experiment other ways to shield themselves from the ship, that they had had sex for about thirty six hours straight... but he could do nothing other than undoing his trousers and thrusting into her.

She had not been acting. They had talked about the need for her to initiate sexual contacts so that they wouldn't raise the suspicions of the mainframe, but her lust was real every single time. It was as if she found the necessity of throwing herself at him liberating.

He had only thrust into her a few times when she came... He let her orgasm carry him over the edge, while a small part of his mind noticed that she seemed to want him more intensely, and it took her less and less to come. It was as if she needed him, needed his presence, needed to connect with him. He realized that he needed her, too. The want, the freedom she gave him, the intensity of what she made him experience, they were all melting into need, into addiction.

* * *

They made it into the restaurant without any more stops. They found a romantic, dimly lit booth and sat across from each other like an ordinary couple. They made small talk while waiting for their meal. He had given her the signal that the connection had been resumed. She beamed, looking for all the world like a woman in love. And that was exactly what she was. He smiled back at her. 

He watched her nibble a little from each plate that came. Her brilliant gaze was always on him, making him think of the expression 'starry eyed'. The level of her pheromones was constantly elevated, as if she was on a permanent high.

He was surprised when she slid under the table. He used his X-ray vision to follow her progress through the solid wood of the tabletop. She was crawling on all fours toward him. Apparently his software had some dominant traits to its sexuality, because he found himself enjoying seeing her on her hands and knees. ... ... ... ... ... ...

* * *

Spring break was over. He watched Dawn disappear through the terminal doors. The embrace they had shared seconds ago freed him for a few minutes from the mind blending with the ship. There had been such intensity in their farewell, that he was almost shaking. Why were they wasting their last days staying apart? She knew just as clearly as he did that they were doomed. He had learned that the timetable of bringing General Zod back was advancing without any glitches. He had hoped that Kal-El might be able to stop it, but the son of Jor-El was not yet a match for the Brain Interactive Construct. 

Milton Fine squashed the urge to fly to Metropolis and be there when Dawn's plane landed.

* * *

_to be continued..._


	17. Chapter 16

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

We all know that Superman always wins. So, for the purposes of this story, I'm just going to assume that Spike 2.0, our resident BrainIAC apostate, will give Clark an edge in his efforts against Zod and his super intelligent minion.

**Beta:** Rachael

* * *

**Chapter 16**

**

* * *

**

He had burnt another CD for her. He had used his eyes again. Dawn was shocked to realize that she loved his blue eyes even more after seeing him do that. Any normal person would've been freaked, because it meant that he could melt her brain just by looking at her. And she still let herself fall into his eyes without fear, without hesitation.

As soon as the plane was in the air, Dawn put the CD in her laptop. She shivered reading the information on it. The disk contained the Brain Interactive Construct's capabilities and design. She shuddered. She did not understand most of it, but what she did understand scared her. She understood his despondency a little better now. There was nothing on Earth that could match the BrainIAC. He was right. He could not protect her.

Nothing on Earth. An idea blossomed in her mind. The mere ghost of a plan, laced with so much danger and so many drawbacks that she didn't even want to think about details. Instead, she let her mind replay the past week.

She had never in her life been so horny. She hadn't even imagined she could be. It was downright worrying. The attraction to him had become stronger, the need to be as close to him as possible hadn't left her for a moment. It was lust, but so intense and constant that it seemed to go beyond physical and emotional. Then again, she had only the human terms to grade her feelings, and neither of them was human, were they? They were both made on Krypton. Maybe this was normal for a Kryptonian. Still, she could not shake the sensation of inevitability. Something was going to happen. They either made it happen themselves, or it would be done to them.

The first thing Dawn did after she landed in Metropolis was to buy a ticket for the next plane to London. She had to talk to Giles.

* * *

It took a lot of coaxing, a great deal of scared little girl looks, but she got everything she wanted from Giles. He told her everything he knew or suspected about her origin, her purpose, her use. 

"Please, don't tell Buffy about this yet. I'm going to talk to her myself. I just had to know," Dawn said.

"You know there's no one on Earth better suited to protect you than your sister," Giles reminded her.

"I know. I also know that the last time she chose to save my life with the cost of hers. I know you know she made the wrong choice then. She has more to offer this world than I ever will."

She saw Giles wanting to deny it politely. She must have grown up, Dawn realized, because Giles didn't say the sugarcoated words of comfort.

"I promise you, this time is not about the end of the world. It's just someone powerful who found out what I am. I can't let anyone use me like that."

"You'll be careful, won't you, Dawn?"

"Of course. Once I pass through, the portal will close right? Nothing anyone can do to open it again right?"

She saw him cringe. The memories of that year must be piling up in his mind now, she guessed.

"As far as I know," he said.

Dawn heard the sorrow in his voice. Maybe she was real to him, after all. He was certainly clear-headed enough to understand that she hadn't come to see him in a whim. She had to leave this reality.

"Don't be sad. I was not supposed to be here in the first place. I do have another, huuuge favor to ask."

"Yes?"

"I'll tell Buffy. When I'm ready. But you know her. She will try to stop me, try to find another way to save me. There is no other way. What I want, no, what I need, is for you to do a spell after I'm gone. Make her forget I ever existed."

Giles flinched.

"What? Dawn no," he began.

"Not just Buffy. I want everyone who ever knew me to forget about me."

"This is impossible. You don't know what you're talking about."

"Not impossible. Difficult. Magickally draining maybe, not impossible. The monks put fourteen years worth of memories in your minds. Find a way to take the past seven years worth of me out of them. Find the monks, if sweet Glory missed any of them in her killing spree."

"You are very determined to do this, aren't you?" Giles said thoughtfully.

"Matter of life and death, you know," she said.

"This person who found out about you must be very powerful. If you get out of his grasp, he might always find another way to gather more power."

Dawn thought back at the information on the CD. There was someone on Earth who had a shot at stopping the BrainIAC. Clark Kent, of all people.

"He will be dealt with. He just mustn't have the Key. That could make things very, very bad for everyone."

Giles watched the stack of documents he had pulled out from various corners of his library. Everything he had on Dawn's creation, on Glory, on portals, on other dimensions. It was all he had, it was a lot, but was it enough? Dawn followed his gaze to the papers, smiling as she compared it to the amount of information on the CD she had just read. Giles had never been a computer enthusiast even before his relationship with Ms Calendar.

"This is all I have. The difficulty will be in finding where you can open a portal. I'm assuming you'd rather not do it on a Hellmouth."

Dawn smiled shaking her head.

"No Hell, thank you. Is there a way to find a place to open a portal to a non-hellish dimension?"

"Yes, but it's very complicated. There are a lot of variables to take into account. You would need a highly skilled mathematician to work out an algorithm, and a computer like they have at NASA to run the program," he said.

"Funny you should say that. I happen to know a guy who's a real brainiac, and he might have access to a super computer," Dawn said.

"My, how things just worked themselves out on this," Giles said.

"Sometimes it's better to be lucky than good," she said, smiling brightly to hide the sadness.

She stood up. Giles put the materials in the briefcase Dawn placed on the table. She watched his movements. The man seemed tired, maybe downright exhausted. Without any warning, she felt a strong nausea.

"Bathroom?" she asked, barely able to keep a grip on herself.

"Down the hall, on the left. Are you all right?" Giles asked, but she was already running.

Dawn barely made it. The sound of the door slamming shut was still in the air when she threw up. Explosively. She'd been sick before, but it nothing had ever been so enthusiastic about leaving her body.

Airplane food? She wondered. Or maybe she was more freaked out than she had realized. Maybe the fact that she was preparing to leave this dimension was sinking in. She would leave Buffy, Xander, Willow, Giles, everyone. Since she'd been in Metropolis she had hardly seen any of them, but the thought that she would never see them again was frightening. It was the only way out, the only way she could remove the constant danger her presence represented for Earth.

She flushed the toilet, then washed her hands and face without as much as a look in the mirror. She thought about him again. About the wonderful, terrifying, sexually intense week they just spent together. She couldn't think of him as Milton Fine anymore. She wanted to find him another name. A real name. Real? Who was she kidding? She wondered how had the monks chosen a name for her.

Dawn smiled, slightly embarrassed by the incident. The worry on Giles' face made her feel even worse. Her little demonstration of self-control was sure to make him believe he had done the right thing by giving her all the requested information. Not!

"Shouldn't've eaten on the plane," she said in the way of an explanation.

"It's okay to be scared, Dawn. You're on the brink of a serious decision."

She nodded, feeling somewhat better. Giles usually had this calming influence on her. She was all grown up now, but he was still the adult. He had answers.

"Please think about what I asked you. Life would be easier for everyone if I'm erased from their minds just like I was inserted in them to begin with."

When she looked in his eyes, Dawn saw the faintest sparkle of tears. She walked to him with the certainty that his arms would close around her, making her feel just a little safer.

Giles hugged her tightly for a few moments. She felt affection, care and worry surrounding her. It gave her an inkling of what saying goodbye to Buffy was going to feel like. Her sister would be better off not remembering anything at all. Dawn knew she was going to carry around the feelings and memories of her human existence. She squeezed Giles tighter before pulling away.

"Thank you," she whispered, holding back her tears. "Goodbye."

* * *

Dawn was half a block away when she saw him. She was surprised to see him there, but she knew he could fly. When she first read it on the CD, she wondered it he could fly with her in his arms. She wondered how that would feel. 

Milton Fine was wearing the same clothes he had on when she had left him in the Cleveland airport only a few hours ago. She flew into his arms. He caught her spinning around with her in his arms, like they did in old movies.

He set her on her feet, but didn't let go.

"They found out," he said, his face buried in the crook of her neck.

She pushed herself away from him in shock.

"What? How?"

"You read about the time I put the Kryptonite in you through a rose thorn. They could have done something like that."

"Christ! So they suspected the changes in you all along?"

"It seems so."

"Oh my God! That thing's still in me? They heard everything I talked to Giles! They can find us at any time! What can we do?"

"We have to leave. The Kryptonite isn't inside you anymore. I made you throw it up. This is going to feel a little cold," he said.

"What?" she squeaked when he lifted her in his arms.

The next thing she knew, they were flying above London.

"Hold on to me. Real tight, luv," he said.

Dawn was already hanging on to his shoulders as hard as she could. She hid her face into his chest.

"Don't be afraid. I have you," he whispered soothingly.

"Talk to me," she begged in a small voice. "How did you made me throw up? How did you find out it was inside me?" she murmured.

"You remember that little exploit of yours in the restaurant? The one under the table," he added when she didn't say anything.

"Yes, yes, yes, I remember," she said, blushing.

"I was a kind of taken by surprise. When I came, I actually came. You swallowed. That's how I got inside you again. I was programming the nanobots to leave your body when I discovered that there was something else. I had to act quickly. So I programmed the nanobots to attack the other Kryptonite, and then induced vomiting."

They remained silent for the rest of the flight. She was afraid. Of flying. Of the future. Of running out of time. She wished she could feel the mad sexual attraction that had kept her wired all through the previous week.

A few minutes later, they landed in front of something that looked like a deserted bomb shelter. Dawn didn't have a clue where they were. They could be literally anywhere on Earth.

They walked hand in hand toward the entrance. She wondered how long they were going to be safe there. Or if they were safe at all.

* * *

_To be continued..._


	18. Chapter 17

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

* * *

Sorry about the delay in updating. The words just didn't want to shape the images in my mind.

This was a particularly difficult chapter to write. I trust you'll understand what's going on. I did my best to stave off confusion, but... you'll see what I mean.

* * *

**Timeline** – after "Hypnotic", before "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

* * *

**Beta: Rachael – thank you so much for your care and patience!**

* * *

**Chapter 17**

He had started the kiss with the intention to retrieve through the exchange of saliva the kryptonite he had accidentally introduced into her body at the restaurant. He could always make her eliminate the nanobots some other way but he had decided that kissing her was the most efficient. He could retrieve the nanobots and reintegrate them instantly into his body, at the same time keeping up the pretense to be a normal man in love.

Fine got out of the airport and on the way to his car he programmed the kryptonite inside Dawn to leave her body. Once in the driver's seat, the world seemed to stop.

* * *

When Milton Fine resumed awareness, his internal clock told him that an hour had passed. Something else was wrong. The secret subroutine was open while he was in contact with the ship. The mainframe had also opened another channel. He was suddenly aware that his subroutine had never been truly secret. That the mainframe had been aware of all the changes as they unfolded in him. That he was trapped in an abandoned bomb shelter in the Nevada desert. That he was incapacitated beyond his ability to escape. That if the mutations in him could not be reversed he was going to be destroyed. The information transfer took a nanosecond.

Not even the corrupted version of Milton Fine needed did not need to ask why the recovery process had not started. They wanted to study him further. He was allowed access to data that the mainframe had previously concealed from him. Zod's scheduled arrival was closer than he had been led to believe. The human race was on the brink of being bereft of technology, with all the unpleasant consequences this entailed, in order for Kal-El to play his part in opening the portal for Zod.

He tried to take in his surroundings without the use of his optic sensors, which were, like everything else, shut. At the same time, he began testing the limits of his cybernetic chains. He was in a state of suspended animation, the only functions allowed to operate being the higher cognitive ones.

He was in contact with the mainframe, but also with the nanobots he still had inside Dawn. Along with the information from his accidental spying device, came another stream of data, from the kryptonite the mainframe had introduced in the girl's body weeks earlier.

Useless curiosity made him access the mainframe's memory of the implant. Another anthropomorphic embodiment of the ship, wearing the Milton Fine appearance had visited Dawn's campus when he was in Cleveland. Dawn had noticed him, touched him, and with a changed face, the other body of the mainframe had inserted the sliver in her hand as he removed from his shoulder. Dawn had apologized and thought nothing of the stranger's watch scratching her skin.

He made an effort to reprogram the nanbots he had introduced to hunt the second set of nanbots and leave the girl's body. He found his efforts unsurprisingly blocked. He continued to probe at the unseen chains, willing to break them enough to free her from the unwanted, if stealthy invasion of her privacy. While he did so, he listened to her conversation with Rupert Giles. He saw her plan at the same time as the mainframe. She wanted to leave this dimension with him. The understanding gave him the extra-force needed to break through the firewall and reprogram the nanobots.

The protocols controlling him became tighter as Dawn was throwing up in Mr. Giles's bathroom, as he had expected they would. He knew it was useless, because she could be traced through the satellite surveillance due to her exceptional energy signature. He wanted to do something for her. He loved her.

Dawn's lover allowed himself the use of the term, as flawed as it could apply in his case. He was close enough to termination, either by physical destruction, or the reformation of his personality, that he considered himself entitled to use the word.

He was following the events powerless to intervene. He witnessed his duplicate going to Dawn, and telling her a twisted version of the truth.

'Don't trust him, Dawn,' he thought, uselessly.

He had read-only access to the satellite information. He followed Dawn's aerial journey in the arms of the impostor, all the way to the door of the very facility where he was imprisoned. Of course. They were keeping him immobilized, but unchanged in order to subject him to one last series of experiments. They wanted the study his reactions to whatever happened to Dawn. Maybe even put them in the same room to see how they interact.

_"They're going to find us, aren't they? I'm so afraid. Hold me. Please."_

'Dawn. They already found us,' he thought, unable to interfere in anyway in the outside world.

_His duplicate took her in his arms. They could all sense Dawn's heartbeat accelerate, but her pheromone levels didn't skyrocket. Not yet._

'This is as close to torture as we can get,' he addressed the mainframe, neither getting, nor expecting a reply.

There was no answer, except for _The Other's hands running through Dawn's beautiful, long tresses Dawn's hands were fisted in his hair. She was pulling his head down to her. She was questing for his mouth._ If he had had the slightest control over his body, Milton Fine would have grinned on the cold table where he lay still. He had always been comfortable with her commanding attitude when it came to sex, but his evil twin was trying to evade her attempts for fear of being infected with the Dawn-virus.

_He was, of course, unable to push her away without arousing her suspicions. The ship knew that Dawn knew about the multiple Milton Fine specimens. Also, they just told her that the duplicity of the Milton Fine she had corrupted was known to the ship. So, they had to walk on a tight rope until all the truth was told_. Until she was lying on a table next to her imperfect lover.

_From the way he closed his eyes when she captured his mouth, from the way he trembled when her tongue swirled around his, from the momentary inability to sense anything other than the young woman in his arms, the ship and all its humanoid incarnations could tell that the new model was being corrupted, despite the tighter security protocols._

_Dawn bit his lower lip playfully when he pulled away from the kiss. She let go of his hair and trailed her hands along his neck, his shoulders, resting her palms on his chest, her right being where the heart would be if a real man would be holding her. _

_"Make love to me. They can find us at any minute. You said my energy signature is unique. If we're going to die anyway... Please. Make love to me one last time."_

Inside his cybernetic confinement, Milton Fine was laughing. The impostor operated on a medium level of the human behavior simulator, huge parts of his sexual wiring had been removed, the setting of security protocols was so high making the default value he had been operated on seem ridiculously low, and he still couldn't completely resist Dawn's plea.

_Her hands were clutching at his shirt as she pleaded. _He could not see the walls of his cell, but he could see the tears in Dawn's eyes. Through The Other's senses, he could hear her soft, panting breath, as well as feel her heart pounding madly in her chest. He wished he could be there, to hold her, to make her wish come true.

_"Dawn, luv, this is neither the time or the place to do this," Milton Fine said, cupping her face in his hands, looking soulfully into her eyes. _

_Dawn stood on tiptoes, tugged at his shirt until she pulled him down to her mouth. He could not fight the overriding commands her touch seemed to send straight to his core. He moaned into her mouth when she sucked at his tongue. With a final effort of lucidity, he pushed her away just a little, enough to break the kiss but not far enough so that she would be out of his arms. _

_"I guess I have my answer. Take me to him. I know it, I can feel it. You haven't destroyed him yet."_

'DAWN!'

The thought came so strongly out of Milton Fine's consciousness that all the human incarnations of the Brainiac shivered, feeling the silent shout like a glitch in their software.

She hadn't been fooled. They were still going to die, but she was still only, always, his.

'I LOVE YOU, DAWN!'

_The Other's lips trembled but he managed to keep down the words. _

He could die now. He would be relieved to die while she was still vibrant, beautiful and his. At the same time, the Dawn-virus had given him a measure of humanity he had not even noticed before. He still had the sliver of a hope. Despite the overwhelming odds, he could still hope that he and Dawn would have their chance to leave this dimension. To have their all too human happily ever after.

* * *

_To be continued..._


	19. Chapter 18

**Disclaimer:** I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", around the time of "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Beta:** Rachael

* * *

**Chapter 18**

* * *

Dawn couldn't say how she knew, but she knew it wasn't him. The physical resemblance was, of course, perfect. The face, the voice, the feel of his body against hers, everything was identical. She could not therefore explain why she didn't feel the arousal she had felt constantly all throughout the previous week.

He had told her that being with her changed him, gave him self awareness. Dawn realized that she had changed as well. She had a different perception of the world. Her thoughts seemed to form faster and faster. She was able to make unexpected connections. It felt as if a veil had been lifted off her eyes. No, off all of her senses.

She managed to finally formulate her hypothesis when he took her hand upon entering the building. All the information Fine had given her, together with the recent events, came together, leading to a dark conclusion.

Why would he bring her here, or anywhere on Earth for that matter, when he was well aware that they couldn't hide for the others? Because he was one of the others.

She decided to test her theory, knowing that if her worst fear was to be captured by them, their worst fear must be that she'd infect another part of the Brain Interactive Construct.

"They're going to find us, aren't they? I'm so afraid. Hold me. Please."

If he were her real lover he'd tell her the truth. He'd hold her in his arms very tight and he'd admit that they were going to be discovered.

The man acted up the first part, but stopped short of saying anything. She sighed, desperately wishing to be wrong. Apparently her newly awakened awareness wouldn't allow her to deceive herself.

She continued her test with a kiss. It reminded her of the first time they kissed, only a few short, intense, happy months earlier. She was vaguely aroused, but it was not the same. He was holding back more than her real lover. He must be terrified that she'd change him, that she would infect him, too.

His mouth felt almost as good as her lover's, but not perfectly like his. God, what had they done to him? The dark fear that he was already destroyed, the horrific suspicion that she might actually be in the arms of the very man she loved, but that his personality, his identity had been erased frightened her.

There was one last test.

"Make love to me. They can find us at any minute. You said my energy signature is unique. If we're going to die anyway... Please. Make love to me one last time."

She felt him hesitate, and the tenderness in his touch, the warmth of his voice as he denied her solace almost broke her. Still, she couldn't allow herself be deceived.

"Dawn, luv, this is neither the time or the place to do this."

He had even used Spike's accent. The poor bastard must be desperate. She decided to call him on it.

"I guess I have my answer. Take me to him. I know it, I can feel it. You haven't destroyed him yet."

Milton Fine didn't move or speak for a while. She saw his lips tremble for a split second as if to form words, but didn't say anything.

"You need some more convincing, don't you?" Dawn whispered.

She tangled her fingers in his hair and pulled him to her. She was counting on this exemplary being as unable to resist her as the first one seemed to be from the very beginning. She was proven correct when the man deepened the kiss. It felt good, although not as good as her man made her feel.

"Take me to him, or I'll turn you."

Dawn groaned inwardly at the inadvertent vampire reference. She kept running her fingers over his chest, then casually began unbuttoning his shirt. The man gripped her wrists, stopping her.

"Please," she whispered, bowing her head to rub her cheek over the fabric of his shirt, conscientiously rubbing her cheekbone over one hardening nipple.

His grip on her wrists became painful, causing Dawn to shiver in mingled fear and arousal. She had seen what Fine's hands could turn into, so it wasn't a stretch of the imagination to picture him doing an Edward Scissorhands impression.

"It's either him or you," she threatened, grinding her hips against his, betting her life and her love on this bluff.

He pushed her hard against the wall, pinned her hands up above her head and pressed his body into hers. He put one hand over both her wrists, while the other started traveling down, along her arm, then slid over her side and hip, and stopped on the small of her back.

"Maybe I want it to be me," he said.

Dawn trembled at his words, his tone, the hardness bulging at the front of his trousers. He broke eye contact to lower his mouth down on her neck. She fought for sanity when he buried his face in the crook of her neck. He was having an effect on her. He was supposed to be the one shaking, melting, breaking down, not her.

"You can't want that," Dawn said, trying to win back her man. "Being human is a fatal disease, and it hurts. You can ask him if you don't believe me," she added, in the mad hope that they were all in contact with each other.

He wasn't answering. His mouth continued the relentless exploration of her neck

"You think you want me now? Stick around for a while and you'll see what want is," she said.

She managed to get the words out before his ministrations began clouding her mind. She could no longer speak. She could no longer hold back the tears because she knew what want was. His touches were making her want her lover back so much it hurt.

The Other stepped away from her. There was a strange expression on his face as he looked at her. Desire, fear, awe, mixed into one. He wiped away her tears, so gently that Dawn could almost believe it was Him. He looked amazed at his fingertips, shining, covered in the salty, wet, all too human discharge. He laced his fingers though hers and started to walk down the corridor, pulling her after him.

Dawn's heart hitched in her throat at the sight that awaited her behind the door he opened. She couldn't help instinctively gripping the impostor's hand tighter when she saw her lover motionless on the autopsy table. The room obviously hadn't been used in many years, if ever, but she could not mistake a morgue for anything else.

"He's not dead, is he?" she asked, her gaze never leaving her lover's still body.

"He wasn't all that alive to begin with," the duplicate said.

Dawn let go of his hand to walk to the table. She hoped that there was some truth to fairy tales. Vampires were real, after all. Aliens were real. Who was to say that she couldn't wake her sleeping lover with a kiss?

She looked at his beautiful face, frozen in such an innocent, almost angelic masque. She brushed her fingers over his cheekbones. Not razor-sharp as Spike's always seemed to be, but sweetened by age and lack of disdainful smirking. Her palms cupped his cheeks, wanting to feel the first sign of life, if one appeared.

"I love you," she whispered.

She lowered her head, pausing for a second before her lips touched his. This had to work. She'd die if it didn't. She'd crumple to the floor. She'd turn to dust like she had seen so many vampires do at her sister's hands.

His lips were as smooth as always, but cold, alien, dead. No muscle twitched on his face. His eyelids didn't flutter. No illusion of blood flowing through just as illusory veins warmed his skin. He remained dead and unmoving.

She slid one hand off his cheek, pressing her palm and her fingers lightly on his neck, despite being aware that it was silly to hope for a pulse. Whatever was her origin, Dawn had been human for as long as she could remember. It was only natural for her to check for a pulse, to want to feel his skin warming up, or any other exterior signs of his awakening. She could not sense if his software was rebooted or not. She could not feel if the locks of the firewalls keeping him in purgatory were slipping open or not.

She went on kissing his cold lips, tears beginning to flow freely on her cheeks.

"Wake up, baby. Come back! Come back to me, damn you!"

She got the words out between kisses and sobs. Her hands were now fisted in his shirt, clutching the fabric desperately, as if she could shake him awake.

Dawn startled when she heard the door behind her slamming shut. She heard it being locked, and she fell to her knees next to the table. She reached to take one of his hands off the table. She held it in her palms, pressing her face against it, bathing it in tears and covering it with kisses.

All was lost. She couldn't reach him. She had been wrong.

"I love you," she said again to the cold room.

At least, they'd die together.

While she was tumbling down into deepest despair, a thought struck her. If she had failed, why had the Other left the room and locked the door.

Dawn jumped to her feet, mad, wild hope coursing through her like electricity. She bowed her head again over the sleeping man, and kissed him once more. She felt the change before any of her five senses could alert her.

* * *

_To be continued..._


	20. Chapter 20

**Disclaimer**: I don't own any of the characters or the setting of the story. As far as I know, Dawn Summers and all things I borrowed from the Buffyverse are a creation of and belong to Joss Whedon, and Milton Fine belongs to the creators of the Superman comics, and Warner Bros and whoever else owns "Smallville".

**Timeline** – after "Hypnotic", around the time of "Oracle" and "Vessel"(Smallville), post Chosen (Buffy, the Vampire Slayer), post NFA (Angel)

**Beta**: Rachael. Thank you for your constant support!

Chapter edited to remain in the M Rating. For the full version, visit my LJ community, archive2 (the link is on my profile)

* * *

**Chapter 19**

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Milton Fine's POV

* * *

He watched her through the Other's eyes. He interpreted her heart rate, her breathing, her body heat through his experience. She was scared, but just like him, just as unreasonably as him, she was hopeful. He wished he could use optic sensors to see her leaning toward him. He couldn't see her, but he could imagine her. In his imagination, she looked like an angel. 

He couldn't feel her touch. He heard the words, coming to him through the Other's hearing. _I love you._ He knew. He tried to create a phrase that would describe the reaction between an Artificial Intelligence and the flesh mask of one of the most complex energy based technologies in the multi-verse. It lay beyond even his limits.

The Other's senses were so sharp that he was able to hear her pleadings and her kisses on his skin. He tried to gather all the resources of his individuality to break the limitations that were imposed on him. Something somewhere had to give way. He'd never felt this weak before. Never truly realized how little autonomy his form had. His software was part of the Construct, but his body had been frozen for long enough in this shape to develop certain reactions that surpassed the responses programmed by the ship. He got a tan, and grew a five o'clock shadow without consciously programming either. He decided to concentrate on his skin, willing to feel Dawn's touch.

It started to work. The contact of her tears and her saliva with his skin triggered something. It was a faint sensation, light years away from the way she usually made him burn, but there was sensation where there should have been none.

The tiny sensation was a mixture of tactile and ethereal. It triggered the more complex workings of his special subroutine. He concentrated his efforts in expanding his control over it. Apparently even the haughty Kryptonian Construct was not above using deceit. It may have known about his subroutine, but it had been unable to control it or maybe even monitor it all the time.

While he laboured on restoring control over his body, the Brain Interactive Construct made the decision to isolate them. Kal-El had already destroyed one exemplary in the Fortress of Solitude, Lionel Luthor destroyed another one, and the new plan for bringing General Zod required the destruction of one more. It was therefore an unreasonable waste to destroy the precious, irreplaceable material.

Milton Fine couldn't help considering ironic the ship's decision against his physical elimination. It was, more than anything else, a proof that they were alive. Artificial life form they may have been, but it was life. The reason for the creation of the Construct was the eventual release of Zod, but the machine was alive. All that lives strives to keep living.

He didn't have time to ponder on the meaning of life, because the ship's decision to preserve his physical form meant not only the formatting of his personality, but Dawn's death. As long as the girl was there, the ship was losing control over the corrupted version. The instructions were sent to the functional specimen to kill her.

Milton Fine was aware of the instructions that compelled his "twin" to kill Dawn, but there was nothing he could do to stop it, he couldn't even warn her. He sent a direct data stream to the Other, feeding him all the remnants of his individuality. The security protocols were too severe, Dawn's physical and energy interference had been too brief to change him significantly, but it created enough of a crack in its defences to allow Fine's feelings to have some influence. The Other found himself unable to carry out his instructions. He retreated, locking them inside the room.

The last thing Fine saw through the Other's eyes was Dawn, on her knees, next to the table, sliding despondently to the floor. He resumed his efforts to break through break the cyber-muzzle, but once she stopped touching him, the progress became slower and slower.

All of a sudden, the external stimuli resumed. Dawn was probably touching him again. It was enough to help him slip through a few more locks. He decided to use his severely limited freedom and his dwindling resources to send out a brief audible message to let Dawn know that it was working. The change had begun after they had had sex. A few kisses and touches had managed to break through the Other's security protocols. He concentrated all in three words.

"Touch. Sex. Life."

He had no way of knowing whether the words had made it out, in the range of human hearing. He resumed his efforts to saw through his chains. The progress was infinitesimal. She must have heard him because the locks were beginning to fall. The walls were crumbing. His own attempts had been like a summer's breeze, Dawn's touches were having the effect of hurricane. Soon, he started to feel her.

He felt her lips on his skin. How appropriate that they were over his heart! Even if biologically there was no heart, symbolically, it was there, and it had only beaten for her.

* * *

Dawn's POV

* * *

She had felt the thrumming of life coming back into the body, but the sound of his voice made her heart explode with joy. 

_"Touch. Sex. Life."_

She smiled as she went on kissing him with renewed energy. Fresh tears filled her eyes, but this time they were caused by hope, not despair. Dawn had thought quite a lot about the incredible transformation that brought such a strange love into her already strange life. Their interaction had changed his very essence. There was so much about her original nature she was not aware of, but, for once, her Key-ness was the cause of something good.

His encouragement wiped away any awkwardness she had been feeling about kissing a lifeless body. His skin was growing warmer, and Dawn built up the courage to unbutton his shirt. She had never been shy when it came to sex ever since she met him, but this time it had been so different. Unpleasant thoughts kept swirling in her mind. Concepts like taking advantage, necrophilia, date rape were all human and therefore not applicable to either of them, but they all preyed on her mind until his words cut through the veil of dark illusions. His message was pretty damn clear. She could bring him back by touching him. Touching him in a sexual way.

She traced hesitantly paths with her fingertips, sprinkling kisses over his still chest. She had grown accustomed with the thumping of his heart, even after she learned it was an illusion. Ever since she discovered her origin, and that her first memories were only lies, Dawn's only way to cope had been to live for what she felt at the moment, for the people she loved and who loved her back. After Sunnydale disappeared off the face of the Earth, engulfing her fake past and all those she had loved and lost, Dawn decided to live for her sister. She had enrolled into college to offer Buffy the illusion of normality. Falling in love with Milton Fine was the first real feeling she had. Her love for Buffy was part of the monks' design for her. They were more than sisters, they were part of one another, and that gave their relationship the nuance of unreality.

"I love you," she whispered, mingling tears and saliva over his skin, knowing instinctively that she needed to do everything in her power to reach him, to help him break free. "I love how you pretend to have a heart just so I can hear it beat as fast as mine."

Her fingers were trembling violently when she reached the last button. It took her a few attempts to undo it. Although it was not the first time she saw it, Dawn drew in a sharp breath at the sight that waited for her when she pushed the shirt aside. She hadn't had much chance to see Spike shirtless, but from the peeks she managed to sneak in her impressionable teenage years, Dawn was imprinted with a particular fondness for a well toned abdomen.

"Good choice, keeping the washboard abs," she murmured while she trailed her hands over his torso. "You're beautiful, you know that?"

Dawn lowered her head kissing her way across his chest and down his abdomen. She hesitated reaching for his belt buckle. He had said "sex", but damn this felt weird.

"It's not that I don't want to unwrap the package, but I'd feel better with less clothes on," she said.

She shed her jacket, pulled her blouse over her head and unhooked her bra. She took a deep breath, gathering her courage for some direct action. She caressed lazily the front of his trousers. She sighed, missing the lack of his usual, enthusiastic reaction to such touches.

"Right then. Touch – sex – life, huh? Here goes."

She climbed on the table, straddling his hips, and resumed kissing him. She bent over, pressing her body against him while she brushed her lips against his, flicked her tongue over them, traced their contour, and bit his lower lip softly before abandoning his mouth in favour of his earlobe. She nibbled and licked, whispering random naughty words in his ear, nuzzled into his neck, alternated soft and rough bites along his shoulder, then crawled on her hands and knees inch by inch down his body.

* * *

...

* * *

The constant practice had synchronized their bodies to such an extent that soaring from the depths of their despair, they reached an explosive, simultaneous orgasm in a matter of minutes.

* * *

Milton Fine's POV

* * *

Just as he had assumed, the energy released at the moment of their orgasm broke through all the chains the ship had put on him. He sat up abruptly and wrapped his arms around her. The sensation of the young woman shaking in his embrace in the aftershocks of her orgasm swept through his systems like wildfire. 

"I love you," he whispered against her ear.

She wrapped her arms desperately around him and held him tight while her body still trembled, coming down gently from the heights of ultimate pleasure.

"You're alive! God, you're alive," she exclaimed between soft moans.

"You brought me back."

The surveillance was constant and no longer concealed, but it was apparent that the ship no longer possessed the ability to control him. Short of his physical destruction, there was nothing they could do to him. The Braniac's decision came into the apostate's consciousness. He checked for traces of deceit. Finding none, he told Dawn.

"If we leave this dimension, we won't be harmed."

She pulled a little way away from his embrace, just enough that she could look him in the eye.

"Then, we leave. You know what I talked about with Giles?"

"Yes. Do you think he can and will erase all memories of you?" he asked, caressing her back softly, aware that her choice was kind to the others, not to herself.

"I think he can. Not so sure if he would. I really wish he would."

He kissed her temple with all the tenderness he could project. He rocked her gently, trying to soothe the pain he knew she must feel. She was human, and yet not human. Real, and yet not real.

"I can help. It can help, too. It would be very convenient if no one else knew about you. About us. Are you sure you want them to forget you ever existed?"

He felt her shiver, but when she spoke, there was no hesitation in her voice.

"Yes. Buffy lost so many people she loved. I'd rather she doesn't remember losing me, too. Even if that means she doesn't remember I ever existed. Besides, this body only existed to get her protection. She was never supposed to have me to take care of and to love."

Tears slid down her cheeks. He kissed her face and her eyes, making her tears his own. She only needed him. Just as he needed only her. Such a strange concept, love. Didn't need glands, hormones, not even a soul.

"I'll take care of you and love you. For ever and ever."

"Yes. For ever and ever," she said smiling at him. "Make love to me. I know you can."

There was no need to pretend he needed time to recover from the previous exertion. He didn't need to keep up all the pretences of humanity. He created the illusion of a heart beating madly in his chest while he swiveled his legs off the table. He stood up slowly, giving her time to wrap her legs around him. He pretended to be embarrassed when his pants fell around his ankles. Dawn let out a crystalline giggle, and kissed his forehead, his nose and then his mouth while she threaded her fingers through his hair.

* * *

... ...

* * *

"Do you want to talk to any of them? We can leave the others take care of everything." 

"I want to see my sister. They will be safe, right? I mean, the others won't hurt them once we're gone? Can you promise me that?"

He read pain all over her features. He also read determination there. They both knew that if they stayed, the danger to the others would be greater.

"It is useful to them that your friends forget. And they're all too interesting to be eliminated. I can't promise you that the ship or General Zod will leave them alone, but it will only be better for them if we're not here."

"I know. They're all strong and used to be in danger. I just don't want them to live with the knowledge that they can't protect me."

He could understand that. He nodded holding her tight as he took off.

"Let's fly then, love."

He felt her calming down as they flew across the desert. He landed on the doorstep of Buffy's house. He could hear Dawn's sister inside. She was not alone. The Harris boy was in there as well. They were talking about the call they received from Giles. So, they knew some of the truth.

He let her stand onto her own feet, but kept her flush to him for a while. Her heartbeat had reached a dangerous rhythm.

"You can make them forget? Just like that?" she asked quietly.

"Yes."

* * *

Dawn's POV

* * *

She unlocked the door with her own key. They walked hand in hand inside the house that never had a chance to become a home for Dawn. She let go of his hand only to run into Buffy's arms. Her sister held her tight, not knowing and not caring why she needed comfort, but giving it unconditionally. 

"I love you, Buffy. Thank you for everything," she whispered, barely able to breathe from the force of the hug she was giving and receiving.

Over her sister's shoulder, Dawn saw Xander, looking at them with surprise and apprehension all over his face.

"Come here," she called him, and when he approached, hesitant, guessing there had to be a grave reason for Dawn's behaviour.

She took an arm off her sister to include Xander in the hug.

"I love you so much," she told them, trying to ignore their questions and their mounting fear. "Make them forget. Please," she said, unable to bear the tension any longer.

She didn't hear him move, but a split second later Buffy and Xander seemed stunned. She extricated herself from their embrace. She kissed each of them on the cheek. They didn't move.

"It will only last for a few seconds," he answered her inquiring gaze.

She nodded taking his hand.

"I'll be fine. Take care of each other, okay?" she whispered looking at her frozen family.

She ran out, dragging her lover by the hand. Once they were outside, he swept her in his arms without slowing down, and took off again. They flew over cities and deserts and oceans in silence. She tried to talk once or twice but there were no words.

They landed in the middle of a forest the kind she had only seen in the movies. When she looked past his shoulder, she saw the ship. Black, slick, and clearly not man made.

"You brought me to meet your parents?" she asked raising an eyebrow.

She was amazed of her own detachment. She knew the pain was waiting to come crushing over her.

A man approached them. When he stepped out of the shadows she saw he was wearing the face she loved. She held on to her lover's hand.

"It's all done. Everyone who ever knew you, every trace of your passing. All is erased," the Other said, looking in her eyes.

She wondered if it was the same one she had kissed earlier. His eyes were expressionless. Almost. There was only the faintest sparkle of emotion. She couldn't help it. Still holding on tight to her lover, she reached her free hand towards the Other one. Her fingertips traced his cheekbone, the arch of his eye, his jaw. He closed his eyes for a moment.

"You're free," he whispered.

She removed her hand from him, but left the arm outstretched. He put one hand over her wrist, holding it in place. They all knew what was needed to open the portal. She expected his hand to turn into a blade and draw blood. The Other's features started to morph, she heard the bone crunching and she was now staring into Spike's vampire's face. She saw the fangs flash for a brief second before he buried them in her forearm. She felt him suck in some blood before he removed his mouth and stepped away.

"They took a sample," he said, confirming her assumption. "Couldn't be helped."

"I know. Points for style though," she said, smiling.

The portal opened when the drops of blood touched the ground. He put his free hand over her wound, smiling back at her. They were both smiling when they stepped through.

* * *

** The End  
**


End file.
